Common use of Indemnification and Limitation of Liability Clause in Contracts

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- AS-IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. You will indemnify, defend, and hold the Indemnified Parties, and any of our services providers responsible for administering the Check Deposit Services, harmless from any and all Losses imposed on or sustained, incurred or suffered by any of the Indemnified Parties or any of our services providers responsible for administering the Check Deposit Services, whether actual or threatened or proven or not, in respect of any and all Claims, without regard to the merit or lack thereof, arising from or related in any way to (a) Participant and Vendor shall, jointly and severally, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display your breach of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYa return of a check deposit made using the Check Deposit Services due to incomplete or incorrect information provided, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEESa closed account, DIRECTORSor insufficient funds, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. and (c) PARTICIPANT fraudulent activity. YOU AGREE YOUR USE OF THE CHECK DEPOSIT SERVICES AND VENDOR ACKNOWLEDGE ALL INFORMATION AND CONTENT (INCLUDING THAT MLS GRID PROVIDES THE MLS GRID DATA OF THIRD PARTIES, INCLUDING OUR SERVICE PROVIDERS) IS AT YOUR RISK AND IS PROVIDED ON AN “AS- AS IS,” ”, "WHERE IS", AND “AS-AS AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT USE OF THE MLS GRID DATASERVICE, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, PURPOSE AND NON-INFRINGEMENT OR RESULTS TO INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE WILL (i) MEET YOUR REQUIREMENTS, (ii) BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTUNINTERRUPTED, TIMELY, SECURE, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECUREERROR-FREE, UNINTERRUPTED OR ERROR FREE(iii) PROVIDE ACCURATE OR RELIABLE RESULTS. You agree that neither we nor any service provider we use to facilitate the Check Deposit Services will be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, including damages for loss of profits, goodwill, use, data or other Losses resulting from the use or the inability to use the Check Deposit Services incurred by you or any third party arising from or related to the use of, inability to use, or the termination of the use of the Check Deposit Services, regardless of the form of action or claim (whether contract, tort, strict liability or otherwise), even if we have been informed of the possibility thereof.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severallya. Seller shall defend, indemnify, defend and hold harmless MLS GRID Buyer and each MLS Buyer’s affiliates, agents, and each customers from any and all damages, liabilities, claims, losses, suits, legal actions, investigations, or any threat of their respective the same, and any costs incurred in connection therewith, including but not limited to, attorney fees and litigation expenses, arising out of or related to Seller’s performance of this AGREEMENT or any breach by Seller of this AGREEMENT, including Seller’s representations and warranties contained herein, or which may result in any way from any accident, injury, libel, or property damage, including but not limited to response or remedial action costs associated with damage to the environment or to natural resources, by reason of any act or omission by Seller, its agents, employees, directorsor subcontractors/suppliers, officersexcept to the extent that the accident, Contractors injury, libel, or property damage is due solely and representatives directly to Buyer’s negligence. Buyer may, at its sole option: (collectively, "MLS GRID Indemnitees"i) tender such claim to Seller to defend using legal counsel acceptable to Buyer; or (ii) defend such claim by legal counsel of Xxxxx’s choosing and Seller shall reimburse Buyer for all costs of such defense as they are incurred. In either case Seller shall indemnify and hold Buyer harmless from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party damages arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreementclaim. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of If Buyer tenders the defense of a claim to Seller and settlement Xxxxxx accepts such defense, then Seller shall be conclusively deemed to have agreed that such claim is subject to indemnification hereunder, and that Xxxxxx has no claim or counterclaim against Buyer, all of which Seller shall be deemed to have waived. If Xxxxxx assumes the Claim against MLS GRID (except that neither Vendor nor Participant may defense of a claim and thereafter fails to vigorously defend such claim, Xxxxx shall have the right, at its option, to assume the defense of such claim and Seller shall remain obligated to indemnify Buyer hereunder. If Xxxxxx assumes the defense of a claim, Seller shall not settle any Claim or compromise such claim without first receiving MLS GRID's Xxxxx’s prior written consent) . Seller shall at all times maintain such liability, property damage, and (z) give Vendor employee liability insurance in a sufficient amount that will protect Buyer from any or all of the foregoing risks, and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendorupon Buyer’s and Participant’s expenserequest shall supply certificates of insurance. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYb. Seller’s indemnification obligations under this Article 10 shall not be limited in any way by: any statutory immunity or other limitation on the amount or type of damages, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEEScompensation or benefits payable by or for the Seller or any sub-vendor under Worker's Compensation acts, DIRECTORSdisability benefit acts or other employee benefit acts. c. An Indemnified Party shall have the right to select counsel and control any claims, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS actions or litigation arising hereunder. d. Notwithstanding any other provisions of this AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEunder no circumstances shall Buyer be liable or held responsible for consequential, punitive, incidental, special, or indirect loss or damage including whether such loss or damage arises from contract, negligence, recklessness, strict liability, or otherwise. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDERIn no event, ARISING OUT OFhowever, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATAshall any liability of Buyer exceed the price allocable to the Product that initially gives rise to the claim. The foregoing shall constitute the sole and exclusive remedy of Seller, REGARDLESS OF THE FORM OF ACTIONand the sole and exclusive liability of Buyer. Seller hereby waives, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENTreleases, and renounces all other rights, claims, and remedies against Xxxxx. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALFinally, any action resulting from any breach on the part of Buyer as to the Products and/or Services delivered hereunder must be commenced within one year after the cause of action has accrued, otherwise such actions are expressly waived and this Article 10, like the other Articles, is a material part of the agreement between the Parties. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANTe. In addition to any other remedies provided under this Purchase Order or by law, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATAif Seller or its officers, INACCURACIES IN THE MLS GRID DATAemployees, ANY FAILURE TO UPDATE THE MLS GRID DATAagents, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USEsuppliers, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IVor subcontractors at any tier fails to comply with any applicable laws, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIESorders, EXPRESS OR IMPLIEDrules, STATUTORY OR OTHERWISEregulations, INCLUDING THE MERCHANTABILITYand ordinances of government entities and, SUITABILITYas a result Buyer’s contract price or fee is reduced, TITLEBuyer’s costs are determined to be unallowable, ORIGINALITYBuyer incurs any fines, SATISFACTORY QUALITYpenalties or interest costs, OR FITNESS FOR A PARTICULAR USE OR PURPOSEor Buyer incurs any other costs, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTlosses or damages, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECUREthen Buyer may reduce the price, UNINTERRUPTED OR ERROR FREE.or the recoverable costs and fee, of this Purchase Order or of any other contract with Seller by a corresponding amount or amounts, or may demand payment of such amounts, or both, and Seller shall promptly pay any such amount demanded

Indemnification and Limitation of Liability. a. The Sub-Adviser agrees and undertakes to hold harmless, indemnify and protect Great-West Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (aincluding without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) Participant (each, a “Loss” and, collectively, the “Losses”) incurred or suffered by Great-West Funds or the Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Great-West Funds or the Adviser deemed to protect Great-West Funds or the Adviser against any liability to which Great-West Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of its obligations or duties under this Agreement or the Advisory Agreement. b. The Adviser agrees and Vendor shallundertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to carry out its obligations hereunder or thereunder), including the activities (or such omissions) of the Adviser’s directors, officers, employees, agents, subsidiaries and affiliates; provided, however, that in no event is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect the Sub-Adviser against any liability to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties under this Agreement. c. Great-West Funds and the Adviser, jointly and severally, indemnify, defend and agree to hold harmless MLS GRID the Sub-Adviser, its directors and officers, and each MLS and each person, if any, who controls the Sub-Adviser within the meaning of their respective employeeseither Section 15 of the Securities Act of 1933, directorsas amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, officers, Contractors and representatives as amended (collectively, "MLS GRID Indemnitees"the “1934 Act”) from and against any and all Damages Losses arising out of or based upon any Claims made untrue statement or brought alleged untrue statement of a material fact contained in the registration statement for Great-West Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Great-West Funds or the Adviser by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Great-West Funds and the Adviser, their directors and officers, and each person, if any, who controls Great-West Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Great-West Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by it which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against MLS GRID Indemnitees whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party arising out (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or relating in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (iincluding reasonable attorney’s fees and expenses) a Claim that Vendor’s or Participant’s use of or display incurred by the Indemnified Party in defending such Third Party Assertion between the date of the MLS GRID Data infringes commencement of such Third Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or misappropriates settle such third party’s intellectual property rights Third Party Assertion without the prior written consent of the Indemnifying Party and (ii) Vendor’s or Participant’s breach will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of this Agreementany such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. MLS GRID shall (x) promptly Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder receive such notice, except to the extent Vendor that (and Participant are only to such extent) the failure to receive notice materially prejudiced thereby)the rights of such party. h. In no event shall any party be liable to any other party for special, (y) give Vendor and Participant sole control consequential, punitive, incidental, exemplary or similar damages or losses regardless of the defense grounds or nature of any claim asserted (including without limitation contract, xxxxxxx, xxxxxxxxxx, xxxx, xxxxxx liability or otherwise) and settlement whether or not the party seeking the indemnification was advised of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consentpossibility of the damage or loss asserted. Nothing in this Section 13 shall be construed in a manner inconsistent with Section 17(i) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseof the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to the management of assets of the Fund other than the Fund Account. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, You agree to indemnify, defend defend, and hold us, and any of our services providers responsible for administering the MDC Services, harmless MLS GRID and each MLS and each from any losses incurred from (1) your breach of their respective employeesthe Agreement, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i2) a Claim that Vendor’s return of a check deposit made using the MDC Services due to incomplete or Participant’s use of incorrect information provided, a closed account, or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights insufficient funds, and (ii3) Vendor’s or Participant’s breach of this Agreementfraudulent activity. MLS GRID shall YOU AGREE YOUR USE OF THE MDC SERVICES AND ALL INFORMATION AND CONTENT (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY INCLUDING THAT OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGESTHIRD PARTIES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE OUR SERVICE PROVIDERS) IS AT YOUR RISK AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA IS PROVIDED ON AN “AS- AS IS,” AND “AS-AS AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT USE OF THE MLS GRID DATASERVICE, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISEINCLUDING, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSEPURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE WILL (i) MEET YOUR REQUIREMENTS, NON-INFRINGEMENT OR RESULTS TO (ii) BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTUNINTERRUPTED, TIMELY, SECURE, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECUREERROR-FREE, UNINTERRUPTED OR ERROR FREE(iii) PROVIDE ACCURATE OR RELIABLE RESULTS. You agree that neither we nor any service provider we use to facilitate the MDC Services will be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other losses resulting from the use or the inability to use the Service incurred by you or any third party arising from or related to the use of, inability to use, or the termination of the use of the MDC Services, regardless of the form of action or claim (whether contract, tort, strict liability or otherwise), even if we have been informed of the possibility thereof.

Indemnification and Limitation of Liability. a. The Sub-Adviser agrees and undertakes to hold harmless, indemnify and protect Great-West Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (aincluding without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) Participant (each, a “Loss” and, collectively, the “Losses”) incurred or suffered by Great-West Funds or the Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Great-West Funds or the Adviser deemed to protect Great-West Funds or the Adviser against any liability to which Great-West Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of its obligations or duties under this Agreement or the Advisory Agreement. b. The Adviser agrees and Vendor shallundertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to carry out its obligations hereunder or thereunder), including the activities (or such omissions) of the Adviser’s directors, officers, employees, agents, subsidiaries and affiliates; provided, however, that in no event is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect the Sub-Adviser against any liability to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties under this Agreement. c. Great-West Funds and the Adviser, jointly and severally, indemnify, defend and agree to hold harmless MLS GRID the Sub-Adviser, its directors and officers, and each MLS and each person, if any, who controls the Sub-Adviser within the meaning of their respective employeeseither Section 15 of the Securities Act of 1933, directorsas amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, officers, Contractors and representatives as amended (collectively, "MLS GRID Indemnitees"the “1934 Act”) from and against any and all Damages Losses arising out of or based upon any Claims made untrue statement or brought alleged untrue statement of a material fact contained in the registration statement for Great-West Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Great-West Funds or the Adviser by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Great-West Funds and the Adviser, their directors and officers, and each person, if any, who controls Great-West Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Great-West Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against MLS GRID Indemnitees whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party arising out (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or relating in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (iincluding reasonable attorney’s fees and expenses) a Claim that Vendor’s or Participant’s use of or display incurred by the Indemnified Party in defending such Third Party Assertion between the date of the MLS GRID Data infringes commencement of such Third Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or misappropriates settle such third party’s intellectual property rights Third Party Assertion without the prior written consent of the Indemnifying Party and (ii) Vendor’s or Participant’s breach will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of this Agreementany such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. MLS GRID shall (x) promptly Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder receive such notice, except to the extent Vendor that (and Participant are only to such extent) the failure to receive notice materially prejudiced thereby)the rights of such party. h. In no event shall any party be liable to any other party for special, (y) give Vendor and Participant sole control consequential, punitive, incidental, exemplary or similar damages or losses regardless of the defense grounds or nature of any claim asserted (including without limitation contract, xxxxxxx, xxxxxxxxxx, xxxx, xxxxxx liability or otherwise) and settlement whether or not the party seeking the indemnification was advised of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consentpossibility of the damage or loss asserted. Nothing in this Section 13 shall be construed in a manner inconsistent with Section 17(i) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseof the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to the management of assets of the Fund other than the Fund Account. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend ITUNES will indemnify and hold harmless MLS GRID harmless, and each MLS upon COMPANY’S request, defend, COMPANY and each of its affiliates (and their respective employees, directors, officers, Contractors officers and representatives (collectively, "MLS GRID Indemnitees"employees) from and against any and all Damages losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs) arising out of any Claims made or brought against MLS GRID Indemnitees a claim by a third party arising out of or relating to by reason of: (i) a Claim that Vendor’s or Participant’s any use of or display by ITUNES of the MLS GRID Data infringes COMPANY Content or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s Artwork in breach of this Agreement. MLS GRID shall ; (xii) promptly give notice to Participant and Vendor a breach of any warranty, representation, covenant or obligation of ITUNES under this Agreement; or (iii) any claim that the technology used by ITUNES in the Fulfillment Activities infringes the intellectual property rights of another party. ITUNES will reimburse COMPANY and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnification under this Agreement (Section 15, provided that failure COMPANY obtains ITUNES’ written consent prior to making such payments. COMPANY shall promptly notify ITUNES of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor any such claim, and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole ITUNES may assume control of the defense and or settlement of such claim. COMPANY shall have the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingright, at Vendor’s and Participant’s its expense, to participate in the defense thereof under ITUNES’ direction. (b) NOTWITHSTANDING ANYTHING HEREIN COMPANY will indemnify and hold harmless, and upon ITUNES’ request, defend, ITUNES and its affiliates and contractors (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party by reason of: (i) a breach of any warranty, representation, covenant or obligation of COMPANY under this Agreement; or (ii) excluding the rights that ITUNES is responsible for under Section 4(b)(ii) (if applicable), any claim that any COMPANY Content, Artwork, metadata or any other materials provided or authorized by or on behalf of COMPANY hereunder or ITUNES’ use thereof violates or infringes the rights of another party. COMPANY will reimburse ITUNES and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnification under this Section 15, provided that ITUNES obtains COMPANY’s written consent prior to making such payments. ITUNES shall promptly notify COMPANY of any such claim, and COMPANY may assume control of the defense or settlement of such claim. ITUNES shall have the right, at its expense, to participate in the defense thereof under COMPANY’s direction. (c) EXCEPT PURSUANT TO THE CONTRARYAN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES EITHER PARTY BE LIABLE TO VENDOR, PARTICIPANT OR ANY THE OTHER PERSON, PARTY FOR ANY INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOST LOSS OF PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENTPUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALTHEIR POSSIBILITY. (cd) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR NO WARRANTY OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIESTERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING AS TO THE MERCHANTABILITYCONDITION, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT PURPOSE OF THE MLS GRID DATA ONLINE STORE, THE SECURITY SOLUTION, OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTELEMENTS OF THE FOREGOING IS GIVEN TO, OR THAT THE PROVISION OF THE MLS GRID DATA SHOULD BE ASSUMED BY, COMPANY, AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend APPLE will indemnify and hold harmless MLS GRID harmless, and each MLS upon COMPANY’S request, defend, COMPANY and each of its affiliates (and their respective employees, directors, officers, Contractors officers and representatives (collectively, "MLS GRID Indemnitees"employees) from and against any and all Damages losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs) arising out of any Claims made or brought against MLS GRID Indemnitees a claim by a third party arising out of or relating to by reason of: (i) a Claim that Vendor’s or Participant’s any use of or display by APPLE of the MLS GRID Data infringes COMPANY Content or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s Artwork in breach of this Agreement. MLS GRID shall ; (xii) promptly give notice to Participant and Vendor a breach of any warranty, representation, covenant or obligation of APPLE under this Agreement; or (iii) any claim that the technology used by APPLE in the Fulfillment Activities infringes the intellectual property rights of another party. APPLE will reimburse COMPANY and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnification under this Agreement (Section 15, provided that failure COMPANY obtains APPLE’s written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned. COMPANY shall promptly notify APPLE of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor any such claim, and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole APPLE may assume control of the defense and settlement of such claim. COMPANY shall have the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingright, at Vendorits expense, to participate in the defense thereof under APPLE’s and Participant’s expensedirection. (b) NOTWITHSTANDING ANYTHING HEREIN COMPANY will indemnify and hold harmless, and upon APPLE’S request, defend, APPLE and its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party by reason of: (i) a breach of any warranty, representation, covenant or obligation of COMPANY under this Agreement; or (ii) any claim that a sound recording or COMPANY Content, Artwork, metadata or any other materials provided or authorized by or on behalf of COMPANY hereunder or APPLE’s use thereof violates or infringes the rights of another party. COMPANY will reimburse APPLE and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 15, provided that APPLE obtains COMPANY’s written consent prior to making such payments, such consent not to be unreasonably withheld, delayed or conditioned. APPLE shall promptly notify COMPANY of any such claim, and COMPANY may assume control of the defense of such claim. APPLE shall have the right, at its expense, to participate in the defense thereof under COMPANY’s direction. (c) EXCEPT PURSUANT TO THE CONTRARYAN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES EITHER PARTY BE LIABLE TO VENDOR, PARTICIPANT OR ANY THE OTHER PERSON, PARTY FOR ANY INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOST LOSS OF PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENTPUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALTHEIR POSSIBILITY. (cd) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR NO WARRANTY OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIESTERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING AS TO THE MERCHANTABILITYCONDITION, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT PURPOSE OF THE MLS GRID DATA ONLINE STORE, THE SECURITY SOLUTION, OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTELEMENTS OF THE FOREGOING IS GIVEN TO, OR THAT THE PROVISION OF THE MLS GRID DATA SHOULD BE ASSUMED BY, COMPANY, AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend 16.1 CUSTOMER shall indemnify and hold harmless MLS GRID and each MLS and each of their respective employeesSCE, its parent company, affiliates, directors, officersshareholders, Contractors invitees, licensees, employees, agents, contractors, successors and representatives (collectivelyassigns, "MLS GRID Indemnitees") from and against any and all Damages costs, liabilities, penalties, claims and expenses, including those from death or injury to any person or from a loss or damage to any real, personal or other property, arising out from any negligent act or omission or willful misconduct by CUSTOMER, or by any of CUSTOMER’s agents, contractors, affiliates, invitees or employees. Notwithstanding, CUSTOMER shall not be obligated to indemnify SCE for SCE’s sole negligence or willful misconduct. 16.2 The obligations of Customer under this Section 16 shall arise at such time, if any, that any Claims made claim is made, or brought against MLS GRID Indemnitees loss is incurred by a third party arising out SCE, and the entry of judgment or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor litigation of any claim for indemnification under this Agreement (shall not be a condition precedent to the obligations of Customer hereunder. 16.3 CUSTOMER shall promptly notify SCE of the existence of any matters to which CUSTOMER’s indemnity obligations apply. Upon demand by SCE, CUSTOMER shall defend at its own expense any such matter; provided that failure of MLS GRID SCE shall at all times also have the right to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of fully participate in the defense and consent to any settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseor compromise. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, 16.4 IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES EITHER PARTY BE LIABLE TO VENDORFOR ANY INCIDENTAL, PARTICIPANT INDIRECT, SPECIAL, CONSEQUENTIAL, OR ANY PUNITIVE DAMAGES (INCLUDING LOSS OF THE OTHER PERSONPARTY’S CUSTOMERS OR GOOD WILL, OR LOST REVENUE OR PROFITS), FOR ANY INDIRECTCAUSE OF ACTION, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, WHETHER IN CONTRACT OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDERTORT, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO IN ANY MANNER FROM THIS AGREEMENT OR THE MLS GRID DATAPERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS HEREUNDER, REGARDLESS OF THE FORM CAUSE OR FORESEEABILITY THEREOF. 16.5 THE ENTIRE LIABILITY OF ACTION, WILL BE LIMITED EITHER PARTY TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON PARTY FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED DAMAGES UNDER THIS AGREEMENT, WHETHER IN CONTRACT OR THAT TORT (EXCLUDING INTENTIONAL WRONGDOING, BUT NOT INTENTIONAL BREACH OF THIS AGREEMENT) SHALL NOT EXCEED THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREETOTAL AMOUNT PAID BY CUSTOMER UNDER THIS AGREEMENT.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend The Parent agrees to indemnify and hold harmless MLS GRID and the Lender, each MLS and of its affiliates each of their respective employeesofficers, directors, officersemployees, Contractors agents, and representatives advisors (collectivelyeach, "MLS GRID Indemnitees"an “Indemnified Party”) from and against any and all Damages arising out of claims, damages, losses, liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ fees) that may be incurred by or asserted or awarded against any Claims made or brought against MLS GRID Indemnitees by a third party Indemnified Party, in each case arising out of or relating to in connection with or by reason of (iincluding, without limitation, in connection with any investigation, litigation or proceeding or preparation of defense in connection therewith) a Claim that Vendor’s this Agreement or Participant’s use of or display any of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder transactions contemplated herein, except to the extent Vendor such claim, damage, loss, liability, cost, or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 18 applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by the Parent, or any Borrower, any of their respective directors, shareholders or creditors, or an Indemnified Party or any other Person, or any Indemnified Party is otherwise a party thereto and Participant whether or not the transactions contemplated hereby are materially prejudiced thereby)consummated. The Parent agrees that no Indemnified Party shall have any liability (whether direct or indirect, (yin contract or tort or otherwise) give Vendor and Participant sole control to it or any of its subsidiaries, security holders or creditors as a result for any action taken or not taken by it arising out of, related to or taken in connection with this Agreement or the consummation of the defense transactions contemplated hereby, except to the extent that such liability is found in a final non-appealable judgment by a court of competent jurisdiction to have directly resulted from the gross negligence or willful misconduct of such Indemnitee, and settlement in no event shall any Indemnitee be liable thereto for special, consequential, punitive or indirect damages. The agreements in this Section 18 shall survive payment of all of the Claim against MLS GRID (except that neither Vendor nor Participant may settle obligations of the Parent hereunder, and the termination or expiration of this Agreement in any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expensemanner. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severallyK12 agrees to defend, indemnify, defend and hold harmless MLS GRID Customer and each MLS and each of their respective its employees, directorscontractors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") board members from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising liabilities, claims, damages, injuries, judgments, demands and expenses, including court costs and attorney's fees, that arise out of or relating in connection with any acts or omissions of K12 related to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under arising from this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder collectively "Claims") except to the extent Vendor that such Claims arise out of actions or omissions of Customer and Participant are materially prejudiced thereby), subject to the conditions precedent that a) Customer provide written notice to K12 within thirty (y30) give Vendor and Participant sole control days of the defense and settlement its receipt of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, Customer permits K12 to assume the control and defense of the Claim with counsel selected by K12. IN NO EVENT SHALL MLS GRID OR ANY OF K12'S LIABILITY TO CUSTOMER AND ITS RESPECTIVE EMPLOYEES, DIRECTORSCONTRACTORS, OFFICERS, CONTRACTORS OFFICERS AND BOARD MEMBERS UNDER THIS AGREEMENT OR REPRESENTATIVES FOR ANY MATTER OR CAUSE OF ACTION ARISING IN CONNECTION HEREWITH EXCEED THE AMOUNT PAID BY CUSTOMER TO K12 HEREUNDER. IN NO EVENT SHALL K12 BE LIABLE TO VENDORCUSTOMER, PARTICIPANT WHETHER UNDER THEORY OF CONTRACT, TORT OR ANY OTHER PERSONOTHERWISE, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, PUNITIVE, SPECIALCONSEQUENTIAL, OR INCIDENTAL DAMAGESSPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF LOST DATA), UNDER, ARISING OUT OF, WHETHER FORESEEABLE OR RELATED TO THIS AGREEMENT, EVEN IF NOT AND WHETHER K12 IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGES. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDERTo the extent permitted by law, ARISING OUT OFCustomer agrees to defend, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATAindemnify, REGARDLESS OF THE FORM OF ACTIONand hold harmless K12 and its Affiliates and all of their employees, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALcontractors, officers, and board members from and against any and all liabilities, claims, damages, injuries, judgments, demands and expenses, including court costs and attorney's fees, that arise out of or in connection with any acts or omissions of Customer related to or arising from this Agreement (collectively "Claims") except to the extent that such Claims arise out of actions or omissions of K12 and subject to the conditions precedent that a) K12 provide written notice to Customer within thirty (30) days of its receipt of the Claim and b) K12 permits Customer to assume the control and defense of the Claim with counsel selected by Customer. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant 8.1 Indemnification of the Trustee USCo, CallCo and Vendor shall, AcquisitionCo jointly and severally, indemnify, defend severally agree to indemnify and hold harmless MLS GRID and each MLS the Trustee and each of their respective employees, its directors, officers, Contractors employees, shareholders and representatives agents (collectively, the "MLS GRID IndemniteesIndemnified Parties") from against all claims, losses, damages, reasonable costs, penalties, fines and against reasonable expenses (including reasonable expenses of the Trustee's legal counsel) which, without fraud, gross negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instruction delivered to the Trustee by USCo, CallCo or AcquisitionCo pursuant hereto. The Trustee shall notify USCo, CallCo and all Damages arising out AcquisitionCo of the written assertion of a claim or of any Claims made action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim, provided that the omission to so notify USCo, CallCo and AcquisitionCo shall not relieve USCo, CallCo and AcquisitionCo of any liability which any of them may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such claim or action or results in any increase in the liability which USCo, CallCo and AcquisitionCo have under this indemnity. Subject to (ii) below, USCo, CallCo and AcquisitionCo shall be entitled to participate at their own expense in the defense and, if USCo, CallCo and AcquisitionCo so elect at any time after receipt of such notice, any of them may assume the defense of any suit brought against MLS GRID Indemnitees by a third party arising out to enforce any such claim in which case, the Trustee shall have the right to employ separate counsel in any such suit and participate in the defense thereof, but the fees and expenses of or relating to such counsel shall be at the expense of the Trustee unless: (i) a Claim that Vendor’s the employment of such counsel has been authorized by USCo, CallCo or Participant’s use of AcquisitionCo; or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s the named parties to any such suit include both the Trustee and USCo, CallCo or Participant’s breach AcquisitionCo and the Trustee shall have been advised by counsel acceptable to USCo, CallCo or AcquisitionCo that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to USCo, CallCo or AcquisitionCo and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case USCo, CallCo and AcquisitionCo shall not have the right to assume the defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement. MLS GRID shall (x) promptly give notice to Participant Agreement and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor the resignation or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control removal of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseTrustee. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. a. The Sub-Adviser agrees and undertakes to hold harmless, indemnify and protect Great-West Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (aincluding without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) Participant (each, a “Loss” and, collectively, the “Losses”) incurred or suffered by Great-West Funds or the Adviser as a result of (1) any material breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Great-West Funds or the Adviser deemed to protect Great-West Funds or the Adviser against any liability to which Great-West Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of its obligations or duties under this Agreement or the Advisory Agreement. b. The Adviser agrees and Vendor shallundertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser as a result of (1) any material breach of any representation or warranty, covenant or agreement made herein by the Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to carry out its obligations hereunder or thereunder), including the activities (or such omissions) of the Adviser’s directors, officers, employees, agents, subsidiaries and affiliates; provided, however, that in no event is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect the Sub-Adviser against any liability to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties under this Agreement. c. Great-West Funds and the Adviser, jointly and severally, indemnify, defend and agree to hold harmless MLS GRID the Sub-Adviser, its directors and officers, and each MLS and each person, if any, who controls the Sub-Adviser within the meaning of their respective employeeseither Section 15 of the Securities Act of 1933, directorsas amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, officers, Contractors and representatives as amended (collectively, "MLS GRID Indemnitees"the “1934 Act”) from and against any and all Damages Losses arising out of or based upon any Claims made untrue statement or brought alleged untrue statement of a material fact contained in the registration statement for Great-West Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Great-West Funds or the Adviser by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Great-West Funds and the Adviser, their directors and officers, and each person, if any, who controls Great-West Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Great-West Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against MLS GRID Indemnitees whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party arising out (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or relating in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (iincluding reasonable attorney’s fees and expenses) a Claim that Vendor’s or Participant’s use of or display incurred by the Indemnified Party in defending such Third Party Assertion between the date of the MLS GRID Data infringes commencement of such Third Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or misappropriates settle such third party’s intellectual property rights Third Party Assertion without the prior written consent of the Indemnifying Party and (ii) Vendor’s or Participant’s breach will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of this Agreementany such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. MLS GRID shall (x) promptly Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder receive such notice, except to the extent Vendor that (and Participant are only to such extent) the failure to receive notice materially prejudiced thereby)the rights of such party. h. In no event shall any party be liable to any other party for special, (y) give Vendor and Participant sole control consequential, punitive, incidental, exemplary or similar damages or losses regardless of the defense grounds or nature of any claim asserted (including without limitation contract, xxxxxxx, xxxxxxxxxx, xxxx, xxxxxx liability or otherwise) and settlement whether or not the party seeking the indemnification was advised of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consentpossibility of the damage or loss asserted. Nothing in this Section 13 shall be construed in a manner inconsistent with Section 17(i) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseof the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to the management of assets of the Fund other than the Fund Account. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend Accountholder shall indemnify and hold MSTS harmless MLS GRID against all losses, damages, costs, expenses (including attorneys’ fees), and each MLS and each liability, including any third-party claims, which may result from: (i) the proper performance of their respective employeesMSTS’s obligations hereunder; (ii) any negligent or wrongful act or omission of Accountholder, its directors, officers, Contractors agents, employees, and representatives subcontractors; or (collectively, "MLS GRID Indemnitees"iii) from and against any and all Damages arising out breach of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display Accountholder of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this AgreementAgreement made hereunder. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID MSTS OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS AFFILIATES OR REPRESENTATIVES SUBSIDIARIES BE LIABLE TO VENDORACCOUNTHOLDER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, PARTICIPANT SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE, OR HAVE ANY LIABILITY AS A RESULT OF ANY DATA BREACH, IP INFRINGEMENT OR BREACH OF CONFIDENTIALITY OBLIGATIONS BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES IN CONNECTION WITH THE PURCHASE PROGRAM OR THROUGH THE E-COMMERCE SITE, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES’ OR AFFILIATES FAILURE TO PROPERLY AND SECURELY STORE ACCOUNTHOLDER’S INFORMATION OR PROPERLY TRANSMIT ACCOUNTHOLDER’S INFORMATION TO MSTS FROM TIME TO TIME, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY OTHER PERSON, THIRD PARTY’S FAILURE TO CORRECTLY INVOICE OR CHARGE TAX OR VAT FOR ANY INDIRECTTRANSACTIONS MADE THROUGH THE PURCHASE PROGRAM. IN ADDITION, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIALUNDER NO CIRCUMSTANCES SHALL MSTS HAVE ANY LIABILITY TO ACCOUNTHOLDER IN CONNECTION WITH ANY BREACH BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OF ANY CONTRACT TERMS WITH ACCOUNTHOLDER ON THE E-COMMERCE SITE OR ELSEWHERE. ACCOUNTHOLDER ACKNOWLEDGES THAT EMAIL IS NOT A SECURE FORM OF TRANSMISSION AND THAT IT MAY POTENTIALLY BE INTERCEPTED OR OTHERWISE OBTAINED BY PERSONS OTHER THAN THE INTENDED RECIPIENT AND WAIVES ALL RIGHTS AND REMEDIES PERTAINING TO THE COMPROMISE OF ANY ELECTRONIC COMMUNICATION BETWEEN MSTS AND MERCHANT, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS ANY OF ITS SUBSIDIARIES OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF AFFILIATES IN CONNECTION WITH THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEPURCHASE PROGRAM. MLS GRID’S AGGREGATE ACCOUNTHOLDER ACKNOWLEDGES AND TOTAL AGREES THAT MSTS’ ENTIRE LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES LIMITED TO THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT LESSER OF THE MLS GRID DATA, INACCURACIES AMOUNTS RECEIVED FROM ACCOUNTHOLDER IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, PAST 12 MONTHS OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE$10,000.

Indemnification and Limitation of Liability. (To the extent permitted by law, Virtual Instruction Provider agrees to indemnify and hold District, its Board Members, officers, employees and agents harmless from all liability, claims and demands arising from any suit, claim, charge or proceeding brought in connection with or related to Virtual Instruction Provider’s operation or conduct of any of Virtual Instruction Provider’s employees, agents or representatives except to the extent such Claims arose out of the actions or omissions of the Board and subject to the conditions precedent that a) Participant the Board provides written notice to Provider within thirty (30) days of its receipt of the Claim and Vendor shallb) the Board permits Provider to assume the control and defense of the Claim with counsel selected by Provider. This provision will not be deemed a relinquishment or waiver of any applicable limitation of liability and sovereign immunity available to Virtual Instruction Provider or District under law. This paragraph shall survive termination of the contract. IN NO EVENT SHALL PROVIDER’S LIABILITY TO THE BOARD AND ITS EMPLOYEES, jointly and severallyCONTRACTORS, OFFICERS AND BOARD MEMBERS UNDER THIS AGREEMENT OR FOR ANY MATTER OR CAUSE OF ACTION ARISING IN CONNECTION HEREWITH EXCEED THE AMOUNT PAID BY THE BOARD TO PROVIDER HEREUNDER, IN NO EVENT SHALL PROVIDER BE LIABLE TO THE BOARD, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER PROVIDER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To the extent permitted by law, the Board agrees to defend, indemnify, defend and hold harmless MLS GRID Provider and each MLS its affiliates and each all of their respective employees, directorscontractors, officers, Contractors officers and representatives (collectively, "MLS GRID Indemnitees") board members from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising liabilities, claims, damages, injuries, judgments, demands and expenses, including but not limited to court costs and attorneys’ fees, that arise out of or relating to (i) a Claim that Vendor’s in connection with any acts or Participant’s use of or display omissions of the MLS GRID Data infringes Board related to or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under arising from this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder collectively “Claims”) except to the extent Vendor and Participant are materially prejudiced thereby), that such Claims arise out of acts or omissions of Provider subject to the conditions precedent that a) Provider provides written notice to the Board within thirty (y30) give Vendor and Participant sole control days of the defense and settlement its receipt of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN Provider permits the Board to assume the control and defense of the Claim with counsel selected by the Board. This provision will not be deemed a relinquishment or waiver of any applicable limitation of liability and sovereign immunity available to Virtual Instruction Provider or District under law. This paragraph shall survive termination of the contract. IN NO EVENT SHALL BOARD’S LIABILITY TO THE CONTRARYPROVIDER AND ITS EMPLOYEES, CONTRACTORS, OFFICERS AND BOARD MEMBERS UNDER THIS AGREEMENT OR FOR ANY MATTER OR CAUSE OF ACTION ARISING IN CONNECTION HEREWITH EXCEED THE AMOUNT PAID BY THE BOARD TO PROVIDER HEREUNDER, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BOARD BE LIABLE TO VENDORTHE PROVIDER, PARTICIPANT WHETHER UNDER THEORY OF CONTRACT, TORT OR ANY OTHER PERSONOTHERWISE, FOR ANY INDIRECT, CONSEQUENTIALCONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF LOST DATA), UNDER, ARISING OUT OF, WHETHER FORESEEABLE OR RELATED TO THIS AGREEMENT, EVEN IF NOT AND WHETHER BOARD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALDAMAGES. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend and hold harmless MLS GRID and Each party will indemnify each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by other in a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach customary manner for agreements of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim type for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except losses resulting from the transactions contemplated thereby to the extent Vendor that such losses result from its gross negligence or intentional misconduct. Additional Provisions The Commercial Agreements shall contain such other terms and Participant are materially prejudiced therebyconditions customarily included in such agreements executed in connection with transactions similar in scope and substance to the transactions contemplated by the Subscription Agreement and Investor Rights Agreement, including in respect of default, standards of care, and intellectual property and such other terms and conditions responsive to applicable facts and circumstances. Governing Law Parties to agree. (attached) THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “U.S. SECURITIES ACT”), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR SECURITIES LAWS OF ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIALSTATE WITHIN THE UNITED STATES, OR INCIDENTAL DAMAGESQUALIFIED UNDER ANY NON-U.S. SECURITIES LAWS, INCLUDING DAMAGES AND ACCORDINGLY MAY NOT BE, DIRECTLY OR INDIRECTLY, SOLD, OFFERED FOR LOST PROFITS SALE, PLEDGED, HYPOTHECATED, ASSIGNED OR LOSS OTHERWISE TRANSFERRED EXCEPT, (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT COVERING SUCH SECURITIES UNDER THE U.S. SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OF DATA, UNDER, ARISING OUT OFANY STATE WITHIN THE UNITED STATES AND QUALIFIED UNDER ANY APPLICABLE NON-U.S. SECURITIES LAWS, OR RELATED (B) PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE U.S. SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE WITHIN THE UNITED STATES AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE NON-U.S. SECURITIES LAWS AND, IF REQUESTED BY CRONOS GROUP INC. (THE “COMPANY”), AN OPINION REASONABLY SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY LEGAL COUNSEL TO THE HOLDER OF SUCH SECURITIES. DELIVERY OF THIS WARRANT CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE ARE SUBJECT TO THE INVESTOR RIGHTS AGREEMENT, EVEN IF ADVISED DATED AS OF THE POSSIBILITY DATE HEREOF (THE “INVESTOR RIGHTS AGREEMENT”), BY AND AMONG THE COMPANY AND ALTRIA GROUP, INC. NO SALE, PLEDGE, HYPOTHECATION, ASSIGNMENT OR OTHER TRANSFER OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM SECURITIES ISSUABLE UPON EXERCISE OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED WARRANT CERTIFICATE SHALL BE MADE EXCEPT PURSUANT TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS TERMS AND CONDITIONS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE INVESTOR RIGHTS AGREEMENT. A COPY OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS INVESTOR RIGHTS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA FURNISHED OR OTHERWISE MADE AVAILABLE BY OR ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT BEHALF OF THE MLS GRID DATACOMPANY TO THE HOLDER OF THIS WARRANT CERTIFICATE UPON REQUEST. Warrant Certificate Number: [•] Original Issuance Date: [•] [•], INACCURACIES IN THE MLS GRID DATA2019 This WARRANT TO PURCHASE COMMON SHARES (this “Warrant Certificate”), ANY FAILURE TO UPDATE THE MLS GRID DATAcertifies that, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USEfor value received and subject to the terms and conditions set forth herein, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATAincluding, for the avoidance of doubt, Section 6, [•] (the “Holder”), or its permitted assigns, is entitled at any time from and following the date hereof and prior to the Expiry Time, to subscribe for and purchase, acquire, accept and receive up to [•]1 Common Shares (as adjusted from time to time pursuant to Section 6, the “Warrant Shares”), validly issued, fully paid and non-assessable and free and clear of all Encumbrances, at the Exercise Price. EXCEPT AS STATED IN SECTION IVThis Warrant Certificate is issued pursuant to the terms and conditions of the Subscription Agreement, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIESdated as of December 7, EXPRESS OR IMPLIED2018 (the “Subscription Agreement”), STATUTORY OR OTHERWISEentered into by and among the Company, INCLUDING THE MERCHANTABILITYAltria Summit LLC and, SUITABILITYsolely for the purposes specified therein, TITLEAltria Group, ORIGINALITYInc. Nothing contained herein shall confer any right upon the Holder to subscribe for or purchase, SATISFACTORY QUALITYacquire, OR FITNESS FOR A PARTICULAR USE OR PURPOSEaccept or receive any Common Shares at any time after the Expiry Time, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTand from and after the Expiry Time, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEthis Warrant Certificate and all rights hereunder and thereunder shall be void and of no value.

Indemnification and Limitation of Liability. (a) Participant 7.1 To the maximum extent permitted by applicable laws, You shall defend, hold harmless, and Vendor shallindemnify HONOR and its Affiliates, jointly and severallysubsidiaries, indemnifyexecutives, defend and hold harmless MLS GRID and each MLS and each directors of their respective the board, employees, directorsagents, officerspartners, Contractors subcontractors, contractors, and representatives licensors (collectively, the "MLS GRID IndemniteesHonor Parties") against and from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party claims, demands, suits, actions, and proceedings arising out of or relating in relation to (i) a Claim that Vendor’s or Participant’s use of or display any of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and following events: (iia) Vendor’s or Participant’s Your breach of any provision of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense.; (b) NOTWITHSTANDING ANYTHING HEREIN Your breach of any of Your representations, warranties, undertakings; (c) You or Your Products infringing the intellectual property rights or other rights of HONOR or any third party; (d) You or Your Products violating any applicable laws and regulations; and (e) Disputes between You and End Users. 7.2 Your indemnity to HONOR in this Clause 7 shall include any and all liabilities, fines, penalties, damages, expenses, litigation costs, and attorney's fees arising from such claims, suits, or actions (whether under contract, tort, negligence, or restitution, or otherwise). You undertake and agree to promptly assist and cooperate as fully as reasonably required by any of the Honor Parties in the defense of any such claims or requests. HONOR may, at its own expense, independently conduct the defense and control of any and all matters subject to indemnification by You. 7.3 YOU SHALL ASSUME ANY AND ALL THE RISKS FROM YOUR ACCESS AND USE OF THE HONOR SERVICES TO THE CONTRARYMAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS. THE FULL AND MAXIMUM LIABILITY OF THE HONOR PARTIES, IN NO EVENT SHALL MLS GRID AND THE SOLE AND ONLY REMEDY FOR ANY AND ALL THE COMPENSATION, CLAIMS, LEGAL PROCEEDINGS, RESPONSIBILITIES, OBLIGATIONS, LOSSES, DAMAGES, COSTS, AND/OR PROPERTY LOSSES INCURRED DUE TO YOUR USE OR FAILURE TO USE THE HONOR SERVICES OR ANY OF ITS RESPECTIVE EMPLOYEESTHIRD-PARTY SERVICE UNDER THIS AGREEMENT, DIRECTORSSHALL BE BASED ON THE ACTUAL LOSS THAT YOU HAVE SUFFERED, OFFICERSWHICH SHALL NOT EXCEED USD $500, CONTRACTORS WHETHER THE BASIS FOR SUCH ALLEGED LIABILITY OR REPRESENTATIVES BE LIABLE TO VENDORREMEDY IS IN CONTRACT, PARTICIPANT TORT (INCLUDING NEGLIGENCE), RESTITUTION, OR UNDER ANY OTHER PERSONLEGAL THEORY OR DOCTRINE. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE HONOR PARTIES DO NOT ASSUME ANY LIABILITY FOR ANY DATA LOSS OR DAMAGE, FOR PROFIT LOSS, LOSS OF BUSINESS OR GOODWILL, BUSINESS DISRUPTION AND/OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVECOLLATERAL, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OFCONSEQUENTIAL, OR RELATED TO THIS AGREEMENT, PUNITIVE DAMAGE (EVEN IF ADVISED HONOR HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALDAMAGE). (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE7.4 Nothing in this Agreement shall operate to limit the liabilities of either Party which cannot be limited or excluded by law.

Indemnification and Limitation of Liability. (a) Participant In addition to the indemnifications and Vendor shalllimitations on liability contained in the Deposit Agreement and Disclosures, jointly and severallyyou agree to defend, indemnify, defend indemnify and hold harmless MLS GRID and each MLS and each of their respective employeesus, directors, our officers, Contractors affiliates, employees and representatives (collectively, "MLS GRID Indemnitees") agents harmless from and against any and all Damages claims, demands, liabilities, damages, losses, costs and expenses (including attorney’s fees and expenses of litigation) arising out directly or indirectly from your failure to comply with the terms of this Agreement or from your breach of any Claims made representation or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreementwarranty contained herein. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby)YOU AGREE THAT WE SHALL NOT BE LIABLE FOR ANY DAMAGES OTHER THAN THOSE CAUSED SOLELY AND DIRECTLY BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, AND ITS LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF YOUR ACTUAL DAMAGES OR THE TOTAL IN FEES YOU PAID FOR THE USE OF THE SERVICE DURING THE SIX MONTH PERIOD PRIOR TO THE SUPPOSED ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. YOU AGREE THAT WE SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES NOT BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INCIDENTAL PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST LOSS OF PROFITS OR REVENUE, LOSS OF DATA, UNDERINTERRUPTED ACCESS, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF, OR RELATED TO OF THIS AGREEMENT, EVEN IF REGARDLESS OF THE FORM OR THEORY OF RECOVERY, OR ITS TERMINATION, AND IRRESPECTIVE OF WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALDAMAGE. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend Accountholder shall indemnify and hold TreviPay harmless MLS GRID against all losses, damages, costs, expenses (including legal fees), and each MLS and each liability, including any third-party claims, which may result from: (i) the proper performance of their respective employeesTreviPay’s obligations hereunder; (ii) any negligent or wrongful act or omission of Accountholder, its directors, officers, Contractors agents, employees, and representatives subcontractors; or (collectively, "MLS GRID Indemnitees"iii) from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees breach by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display the Accountholder of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach terms of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of Agreement or if any claim for indemnification representation or warranty made by the Accountholder in connection with or under this Agreement (provided that failure of MLS GRID shall prove to notify Vendor have been incorrect when made or Participant does not release Vendor or Participant of its obligations hereunder except deemed to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, have been made. IN NO EVENT SHALL MLS GRID TREVIPAY OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS AFFILIATES OR REPRESENTATIVES SUBSIDIARIES BE LIABLE TO VENDORACCOUNTHOLDER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, PARTICIPANT SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE, OR HAVE ANY LIABILITY AS A RESULT OF ANY DATA BREACH, IP INFRINGEMENT OR BREACH OF CONFIDENTIALITY OBLIGATIONS BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY SELLER, IN CONNECTION WITH THE PURCHASE PROGRAM OR THROUGH THE E-COMMERCE SITE OR ANY OF THE CHANNELS, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES’ OR AFFILIATES OR ANY SELLER’S FAILURE TO PROPERLY AND SECURELY STORE ACCOUNTHOLDER’S INFORMATION OR PROPERLY TRANSMIT ACCOUNTHOLDER’S INFORMATION TO TREVIPAY FROM TIME TO TIME, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, OR ANY SELLER’S OR ANY OTHER PERSONTHIRD PARTY’S FAILURE TO CORRECTLY INVOICE OR CHARGE TAX OR VAT, GST, OR HST FOR ANY INDIRECTTRANSACTIONS MADE THROUGH THE PURCHASE PROGRAM. IN ADDITION, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIALUNDER NO CIRCUMSTANCES SHALL TREVIPAY HAVE ANY LIABILITY TO ACCOUNTHOLDER IN CONNECTION WITH ANY BREACH BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY SELLER OF ANY CONTRACT TERMS WITH ACCOUNTHOLDER ON THE E-COMMERCE SITE OR ANY OF THE CHANNELS OR ELSEWHERE. ACCOUNTHOLDER ACKNOWLEDGES THAT EMAIL IS NOT A SECURE FORM OF TRANSMISSION AND THAT IT MAY POTENTIALLY BE INTERCEPTED OR OTHERWISE OBTAINED BY PERSONS OTHER THAN THE INTENDED RECIPIENT AND WAIVES ALL RIGHTS AND REMEDIES PERTAINING TO THE COMPROMISE OF ANY ELECTRONIC COMMUNICATION BETWEEN TREVIPAY AND MERCHANT, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS ANY OF ITS SUBSIDIARIES OR LOSS OF DATA, UNDER, ARISING OUT OF, AFFILIATES OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF A SELLER IN CONNECTION WITH THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEPURCHASE PROGRAM. MLS GRIDACCOUNTHOLDER ACKNOWLEDGES AND AGREES THAT XXXXXXXX’S AGGREGATE AND TOTAL ENTIRE LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES LIMITED TO THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT LESSER OF THE MLS GRID DATA, INACCURACIES AMOUNTS RECEIVED FROM ACCOUNTHOLDER IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, PAST 12 MONTHS OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE$10,000.

Indemnification and Limitation of Liability. (a) Participant and Vendor shallYou agree to defend, jointly and severally, indemnify, defend indemnify and hold harmless MLS GRID and each MLS and each of their respective employeesIntellicare Health, its officers, directors, officersemployees, Contractors providers, shareholders, affiliates, third-party contractors, agents, licensors and representatives suppliers (collectivelyeach a Intellicare Party and collectively Intellicare Parties), "MLS GRID Indemnitees") harmless from and against any claims, actions or demands, losses, liabilities, damages, costs, expenses and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to settlements (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights including without limitation reasonable attorney and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced therebyaccounting fees), resulting from or alleged to result from, directly or indirectly, your (ya) give Vendor violation of these Terms and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. Conditions; (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, access to or use of the Platform and Websites; and (c) provision of other disclosure to Intellicare Health of any other information or data and the use of same by Intellicare Health or other Intellicare Party as contemplated hereunder. IN NO EVENT SHALL MLS GRID INTELLICARE HEALTH BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF ITS RESPECTIVE EMPLOYEESUSE, DIRECTORSLOSS OF PROFITS, OFFICERSLITIGATION, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSONPECUNIARY LOSS, FOR ANY INDIRECTWHETHER BASED ON BREACH OF CONTRACT, CONSEQUENTIALTORT (INCLUDING NEGLIGENCE), EXEMPLARY, PUNITIVE, SPECIALPRODUCT LIABILITY, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDEROTHERWISE, ARISING OUT OFOF OR IN ANY WAY CONNECTED WITH THE WEBSITES OR PLATFORMS OR THE PROVISION OF OR FAILURE TO MAKE AVAILABLE ANY SUCH PRODUCTS, GOODS, OR RELATED TO THIS AGREEMENTSERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGES. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDERIntellicare Health shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Intellicare Health's reasonable control, ARISING OUT OFincluding, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATAwithout limitation, REGARDLESS OF THE FORM OF ACTIONmechanical, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENTelectronic, or communications failure or degradation. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIESThe terms of these Terms and Conditions that limit liability reflect an informed, voluntary allocation of risk; such allocation represents a material part of these Terms and Conditions. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALYou agree that the limitations of liabilities set out in these Terms and Conditions are fair and reasonable in the circumstances. The Device Applications and Websites are provided on an "as is" and "as available" basis and without warranties of any kind, either express or implied. To the fullest extent permissible pursuant to applicable law, Intellicare Health disclaims all representations, warranties, and conditions, express or implied, including, but not limited to, implied condition or warranties of merchantability and fitness for a particular purpose. Intellicare Health does not warrant that the Device Applications and Websites will be uninterrupted or error-free, that defects will be corrected or that the Device Applications and Websites or the server that makes it available are free of viruses or other harmful components. Intellicare Health makes no guarantees, and disclaims any implied warranty or representation about its accuracy, relevance, timeliness, completeness, or appropriateness of any content posted on the Website and Platforms for a particular purpose. Intellicare Heath assumes no liability arising from or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Websites and/or Platforms. Applicable law may not allow the exclusion of implied warranties, so the above exclusion may not apply to you. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, 12.1 Prevail shall indemnify, defend defend, and hold harmless MLS GRID Company and each MLS its affiliates, and each of their respective employees, directors, officers, Contractors directors (or their equivalent), agents, assigns and representatives successors-in-interest (collectively, "MLS GRID Indemnitees"each an “Indemnified Party”) from and against any and all Damages arising out of losses, damages, liabilities, costs (including reasonable legal fees) (“Losses”) incurred by an Indemnified Party resulting from any Claims made third-party claim, suit, action, demand, or brought against MLS GRID Indemnitees proceeding for damages or losses (“Third-Party Claim”) caused by a third party arising out of or relating to (i) a Claim that Vendor’s the Software, the Services, any deliverables to the extent provided by Prevail, or Participant’s any use of thereof in accordance with this Agreement, infringing or display of the MLS GRID Data infringes or misappropriates misappropriating such third party’s intellectual property rights (an “IP Infringement Claim”), and (ii) Vendor’s or Participant’s breach the use of the Company Data in a manner not authorized by this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT 12.2 NEITHER PARTY SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARYSPECIAL, PUNITIVE, SPECIALOR CONSEQUENTIAL DAMAGES, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THE AGREEMENT), DATA, UNDER, OR DATA USE. PREVAIL’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF, OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED THE SOFTWARE OR SERVICES, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO PREVAIL FOR THE SOFTWARE AND SERVICES UNDER THIS AGREEMENT THAT IS THE SUBJECT OF THE POSSIBILITY CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 12.3 THE EXCLUSIONS AND LIMITS ON LIABILITY SET FORTH IN SECTIONS 12.1 AND 12.2 ABOVE WILL NOT APPLY TO EXCLUDE OR LIMIT: (i) PREVAIL’S INDEMNIFICATION OBLIGATIONS; (ii) A PARTY’S LIABILITY ARISING IN CONNECTION WITH ITS BREACH OF CONFIDENTIALITY; (iii) A PARTY’S LIABILITY ARISING FROM SUCH PARTY’S FRAUD OR WILLFUL MISCONDUCT; (iv) A BREACH BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS ; OR (v) A PARTY’S LIABILITY ARISING IN CONNECTION WITH ITS BREACH OF PRIVACY OR INFORMATION SECURITY OBLIGATIONS, PROVIDED THAT, PREVAIL’S MAXIMUM LIABILITY FOR ANY DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OF OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATASUCH A BREACH SHALL IN NO EVENT EXCEED, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR AGGREGATE, THE TOTAL AMOUNTS ACTUALLY PAID TO PREVAIL FOR THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT SOFTWARE AND VENDOR TO MLS GRID SERVICES UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES IS THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT SUBJECT OF THE MLS GRID DATA, INACCURACIES CLAIM IN THE MLS GRID DATA, ANY FAILURE THIRTY-SIX MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREESUCH CLAIM.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, Rion shall indemnify, defend and hold harmless MLS GRID H-Cyte and each MLS its affiliates and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees"the “H-Cyte Indemnified Parties”) from and against any losses or damages of the H-Cyte Indemnified Parties relating to, arising out of or resulting from the intentional breach, gross negligence or willful misconduct of Rion in connection with the provision of, or failure to provide, any Services to H-Cyte. H-Cyte shall indemnify, defend and hold harmless Rion and its affiliates and each of their respective representatives (collectively, the “Rion Indemnified Parties”) from and against any and all Damages losses or damages of the Rion Indemnified Parties relating to, arising out of or resulting from the intentional breach, gross negligence or willful misconduct of H-Cyte in connection with the Services provided by Rion pursuant to this Agreement. The aggregate liability of either party in respect of any Claims made losses or brought against MLS GRID Indemnitees damages suffered by a third the other party arising out of or in connection with this Agreement, whether in contract, tort, for breach of statutory duty or in any other way, hall be limited to the amount of fees paid or payable hereunder. Without limiting the generality of the foregoing, where a Service has been provided by Rion through a third party provider, Rion shall, in the event of any losses or damages suffered by the H-Cyte Indemnified Parties, not be liable to the H-Cyte Indemnified Parties in excess of what Rion, acting in a prudent manner, has collected from such third party provider pursuant to the prevailing contract between H-Cyte and the third party provider. In no event shall Rion have any liability under any provision of this Agreement for any punitive, incidental, consequential, special or indirect damages, including loss of future revenue or income, loss of business reputation or opportunity relating to (i) a Claim that Vendor’s the breach or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s alleged breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant , or diminution of value or any damages based on any type of multiple, whether based on statute, contract, tort or otherwise, and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor whether or Participant does not release Vendor arising from the other party’s sole, joint, or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby)concurrent negligence, (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingstrict liability, at Vendor’s and Participant’s expensecriminal liability or other fault. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, A. You shall indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employeesQuick Heal, its affiliates, directors, officersemployees, Contractors agents, partners, distributors and representatives (collectively, "MLS GRID Indemnitees") of each of the foregoing indemnified at all times from and against any and all Damages arising out suits, actions, legal or administrative proceedings, claims, demands, liabilities, damages, cost, fines or penalties of any Claims made kind or brought against MLS GRID Indemnitees nature, including legal fees and all other direct and indirect expenses, at all times, and in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, by a reason of: i. Your usage of this software; ii. Your negligence or inability of using the software or support; iii. Any dispute between You and third party arising out with respect to availing this software; iv. Your violation of or relating to (i) a Claim that Vendor’s or Participant’s use any rights of or display any other individual and/or entity; v. Your breach of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach provisions of this Agreement; vi. MLS GRID shall (x) promptly give notice to Participant and Vendor Your violation of any claim for indemnification provisions under this Agreement (provided that failure any laws/statutes/acts in India or abroad; viii. Your use of MLS GRID to notify Vendor Open Source Software or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseThird Party Software. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, B. IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES QUICK HEAL BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVEINCIDENTAL, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGESPUNITIVE DAMAGES UNDER ANY FORM OR THEORY OF ACTION WHATSOEVER, IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, EQUITY OR OTHERWISE, INCLUDING WITHOUT LIMITATION LOST PROFITS, DAMAGES FOR LOST PROFITS OR LOSS OF DATAGOODWILL, UNDER, LOSSES ARISING OUT OF, OF OR RELATED RELATING TO THIS AGREEMENTAGREEMENT OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED WHETHER OR NOT QUICK HEAL WAS INTIMATED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES. C. NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY, THE TOTAL AGGREGATE LIABILITY OF QUICK HEAL FOR ANY PROVEN DIRECT DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR WHATSOEVER RELATED TO THIS AGREEMENT SHALL NOT IN ANY EVENT EXCEED THE LICENSE FEE INCURRED BY YOU IN AQUIRING THE SOFTWARE FROM QUICK HEAL OR ITS DISTRIBUTORS/ AGENTS. THIS CLAUSE SHALL SURVIVE THE MLS GRID DATA, REGARDLESS TERMINATION OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall6.1 Licensor shall defend, jointly and severally, indemnify, defend indemnify and hold harmless MLS GRID Licensee and each MLS and each of their respective employeesits affiliates, officers, directors, officersemployees, Contractors and representatives (collectively, "MLS GRID Indemnitees") agents from and against any and all Damages arising out of liabilities, damages, costs and fees (including reasonable attorney's fees) resulting from any Claims made or brought against MLS GRID Indemnitees by a third party claim arising out of or relating attributable to: (a) any breach of any representations, warranties, covenants or agreements by Licensor, (b) Licensor and/or its Subcontractors acts of gross negligence or willful misconduct; (c) any content, data, technology contemplated under this Agreement, including without limitation, the Licensor Materials; (d) the Licensor Materials infringing or violating any third party intellectual property rights; or (e) any acts or omissions related to a Subcontractor. Licensee will promptly notify Licensor in writing with reasonable specificity regarding the claim or action (ito the extent known by the Licensee at such time) a Claim to which such indemnification obligation applies; provided, that Vendor’s or Participant’s use of or display the failure to provide such notice shall not relieve the obligation of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice Licensor to Participant and Vendor of any claim for provide indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder hereunder, except to the extent Vendor and Participant are the defense of such claim or action is materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may by such failure. Licensor will not settle any Claim such indemnification claim without first receiving MLS GRID's the prior written consent) and consent of Licensee (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingwhich may not be unreasonably withheld, at Vendor’s and Participant’s expenseconditioned or delayed). (b) NOTWITHSTANDING ANYTHING HEREIN 6.2 EXCEPT WITH RESPECT TO THE CONTRARYLICENSOR’S INDEMNIFICATION OBLIGATIONS, LICENSOR’S CONFIDENTIALITY OBLIGATIONS, EITHER PARTY’S ACTS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND EXCEPT WITH RESPECT TO PUNITIVE DAMAGES AWARDED IN NO EVENT SHALL MLS GRID OR RESPECT OF A THIRD PARTY CLAIM, NEITHER PARTY SHALL, UNDER ANY OF ITS RESPECTIVE EMPLOYEESCIRCUMSTANCES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY THE OTHER PERSON, PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, INDIRECT, PUNITIVE, SPECIALEXEMPLARY OR SPECIAL DAMAGES OF ANY NATURE WHATSOEVER, OR INCIDENTAL EVEN IF THE OTHER PARTY WAS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. LICENSEE’S MAXIMUM LIABILITY TO LICENSOR FOR ANY AND ALL CAUSES OF ACTIONS, CLAIMS AND DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS WITHOUT LIMITATION, BREACH OF DATACONTRACT, UNDERBREACH OF WARRANTY, ARISING OUT OFNEGLIGENCE, OR RELATED TO THIS AGREEMENTSTRICT LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE MISREPRESENTATION AND TOTAL LIABILITY DURING AND AFTER THE TERM OF OTHER TORTS, IN CONNECTION WITH THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE IS LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL$100.00 USD. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, You agree to indemnify, defend defend, and hold us, and any of our service providers responsible for administering the MDC Services, harmless MLS GRID and each MLS and each from any losses incurred from (1) your breach of their respective employeesthe Agreement, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i2) a Claim that Vendor’s return of a check deposit made using the MDC Services due to incomplete or Participant’s use of incorrect information provided, a closed account, or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights insufficient funds, and (ii3) Vendor’s or Participant’s breach of this Agreementfraudulent activity. MLS GRID shall YOU AGREE YOUR USE OF THE MDC SERVICES AND ALL INFORMATION AND CONTENT (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY INCLUDING THAT OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGESTHIRD PARTIES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE OUR SERVICE PROVIDERS) IS AT YOUR RISK AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA IS PROVIDED ON AN “AS- AS IS,” AND “AS-AS AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT USE OF THE MLS GRID DATASERVICE, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISEINCLUDING, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSEPURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE WILL (i) MEET YOUR REQUIREMENTS, NON-INFRINGEMENT OR RESULTS TO (ii) BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTUNINTERRUPTED, TIMELY, SECURE, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECUREERROR-FREE, UNINTERRUPTED OR ERROR FREE(iii) PROVIDE ACCURATE OR RELIABLE RESULTS. You agree that neither we nor any service provider we use to facilitate the MDC Services will be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, including, but not limited to, damages for loss of profits, goodwill, use, data or other losses resulting from the use or the inability to use the Service incurred by you or any third party arising from or related to the use of, inability to use, or the termination of the use of the MDC Services, regardless of the form of action or claim (whether contract, tort, strict liability or otherwise), even if we have been informed of the possibility thereof.

Indemnification and Limitation of Liability. (a) Participant 15.1 Benchmark covenants and Vendor shall, jointly and severally, agrees to indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") IET from and against any and all Damages arising out third party claims, demands, losses, liabilities, costs or expenses (including attorney's fees and other costs of defense) for injury, sickness, disease or death sustained by any person or for any damage, loss of use, or destruction of any Claims made property (whether of Benchmark or brought against MLS GRID Indemnitees by a any third party party) arising out of or relating in any way to (i) a Claim that Vendor’s the breach by Benchmark of any term, provision, covenant or Participant’s use warranty of Benchmark under this Agreement; or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s the actual or Participant’s alleged negligence or other act or omission of Benchmark in connection with Benchmark's storage, distribution, handling and sale of any IET Equipment. 15.2 IET covenants and agrees to indemnify, defend and hold harmless Benchmark from and against any and all third party claims, demands, losses, liabilities, costs or expenses (including attorney's fees and other costs of defense) for injury, sickness, disease or death sustained by any person or for any damage, loss of use, or destruction of any property (whether of Benchmark or any third party) arising out of or relating in any way to (i) the breach by IET of any term, provision, covenant or warranty of IET under this Agreement. MLS GRID shall ; or (xii) promptly give notice the actual or alleged negligence or other act or omission of IET in connection with the r manufacture of the IET Equipment or the failure thereof to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except conform to the extent Vendor and Participant are materially prejudiced thereby), warranties of IET, 15.3 EACH PARTY HEREBY WAIVES ALL CLAIMS FOR (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES AND AGREES THAT NEITHER PARTY WILL BE LIABLE TO VENDORTHE OTHER FOR) ANY CONSEQUENTIAL, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGESSPECIAL DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS OR LOSS OF DATABUSINESS PROFITS, UNDERBUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE, ARISING OUT OF, OR RELATED TO OF THIS AGREEMENT, EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY, AND EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALDAMAGES. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant The Advisor shall not be liable to CMF or the Partnership for any act or failure to act taken or omitted in good faith in a manner reasonably believed to be in or not opposed to the best interests of the Partnership if such act or failure to act did not constitute (i) negligence, bad faith, recklessness or intentional misconduct on the part of the Advisor or its Affiliates, principals, officers, directors, employees and Vendor shareholder(s) (each, an “Advisor Indemnified Person” and collectively, the “Advisor Indemnified Persons”), (ii) a breach of the Advisor’s fiduciary obligations to the Partnership as a commodity trading advisor or (iii) a material breach of a material term of this Agreement. (b) The Partnership and CMF shall not be liable to Advisor for any act or failure to act taken or omitted in good faith in the course of performing their respective obligations under this Agreement if such act or failure to act did not constitute (i) negligence, bad faith, recklessness or intentional misconduct on the part of the Partnership or CMF and its Affiliates, principals, officers, directors, employees and shareholder(s) (each, a “CMF Indemnified Party” and collectively, the “CMF Indemnified Parties”) or (ii) a material breach of a material term of this Agreement. (c) The Partnership and CMF shall, jointly and severallysubject to Section 7(e), indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and the Advisor Indemnified Persons against any loss, liability, damage, fine, penalty, obligation, cost, expense (including, without limitation, attorneys’ and all Damages arising out accountants’ fees, collection fees, court costs and other legal expenses), judgments and awards and amounts paid in settlement actually and reasonably incurred in connection with this Agreement (together, “Losses”) by the Advisor Indemnified Person, provided that the Advisor Indemnified Person acted in good faith in a manner reasonably believed to be in or not opposed to the best interests of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to the Partnership and the Advisor Indemnified Person’s conduct did not constitute (i) a Claim that Vendor’s negligence, bad faith, recklessness or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and intentional misconduct, (ii) Vendora breach of the Advisor’s fiduciary obligations to the Partnership as a commodity trading advisor or Participant’s (iii) a material breach of a material term of this Agreement. MLS GRID , and further provided that no indemnification shall (x) promptly give notice to Participant and Vendor be available from the Partnership if such indemnification is prohibited by Section 16 of the Partnership Agreement as of the date the Loss is incurred; provided further that CMF shall notify the Advisor as soon as practicable in advance of any claim for material change to Section 16 of the Partnership Agreement. (d) The Advisor shall, subject to Section 7(f), indemnify, defend and hold harmless the Partnership and the CMF Indemnified Parties against any Losses by them as a result of (i) the negligence, bad faith, recklessness or intentional misconduct on the part of an Advisor Indemnified Person, (ii) a breach of the Advisor’s fiduciary obligations to the Partnership as a commodity trading advisor or (iii) a material breach of a material term of this Agreement. (e) Any indemnification under Section 7(c) hereof, unless ordered by a court or administrative forum, shall be made by the Partnership and CMF only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because the Advisor Indemnified Party has met the applicable standard of conduct set forth in Section 7(c) hereof. Such independent legal counsel shall be selected by CMF in a timely manner, subject to the Advisor’s approval, which approval shall not be unreasonably withheld. The Advisor shall be deemed to have approved CMF’s selection unless the Advisor notifies CMF in writing, received by CMF within five days of CMF’s providing to the Advisor of the notice of CMF’s selection, that the Advisor does not approve the selection. (f) Any indemnification under Section 7(d) hereof, unless ordered by a court or administrative forum, shall be made by the Advisor only as authorized in the specific case and only upon a determination by independent legal counsel in a written opinion that such indemnification is proper in the circumstances because an Advisor Indemnified Party has breached the applicable standard of conduct set forth in Section 7(d) hereof. Such independent legal counsel shall be selected by the Advisor in a timely manner, subject to the CMF’s approval, which approval shall not be unreasonably withheld. CMF shall be deemed to have approved the Advisor’s selection unless CMF notifies the Advisor in writing, received by the Advisor within five days of the Advisor’s providing to CMF of the notice of the Advisor’s selection, that CMF does not approve the selection. (g) In the event that a person entitled to indemnification under this Agreement (provided Section 7 is made a party to an action, suit or proceeding alleging both matters for which indemnification can be made hereunder and matters for which indemnification may not be made hereunder, such person shall be indemnified only for that failure portion of MLS GRID to notify Vendor the loss, liability, damage, cost or Participant does not release Vendor expense incurred in such action, suit or Participant of its obligations hereunder except proceeding which relates to the extent Vendor matters for which indemnification can be made. (h) Notwithstanding the foregoing, no party shall be liable for any other person with respect to, special, indirect, consequential, punitive or exemplary damages, lost profits or loss of business. Each party hereto agrees that it will take reasonable steps to mitigate and Participant are materially prejudiced thereby)not exacerbate any loss, liability, claim, expense or damage that they incur or suffer in connection with this Agreement. (yi) give Vendor and Participant sole control None of the defense and settlement indemnifications contained in this Section 7 shall be applicable with respect to default judgments, confessions of judgment or settlements entered into by the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim party claiming indemnification without first receiving MLS GRID's the prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expensewhich shall not be unreasonably withheld or delayed, of the party obligated to indemnify such party. (bj) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALThe provisions of this Section 7 shall survive the termination of this Agreement. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend Accountholder shall indemnify and hold TreviPay harmless MLS GRID against all losses, damages, costs, expenses (including legal fees), and each MLS and each liability, including any third-party claims, which may result from: (i) the proper performance of their respective employeesTreviPay’s obligations hereunder; (ii) any negligent or wrongful act or omission of Accountholder, its directors, officers, Contractors agents, employees, and representatives subcontractors; or (collectively, "MLS GRID Indemnitees"iii) from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees breach by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display the Accountholder of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach terms of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of Agreement or if any claim for indemnification representation or warranty made by the Accountholder in connection with or under this Agreement (provided that failure of MLS GRID shall prove to notify Vendor have been incorrect when made or Participant does not release Vendor or Participant of its obligations hereunder except deemed to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, have been made. IN NO EVENT SHALL MLS GRID TREVIPAY OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS AFFILIATES OR REPRESENTATIVES SUBSIDIARIES BE LIABLE TO VENDORACCOUNTHOLDER OR ANY THIRD PARTY FOR ANY SPECIAL, PARTICIPANT INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE, OR HAVE ANY LIABILITY AS A RESULT OF ANY DATA BREACH, IP INFRINGEMENT OR BREACH OF CONFIDENTIALITY OBLIGATIONS BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY SELLER, IN CONNECTION WITH THE PURCHASE PROGRAM OR THROUGH THE E- COMMERCE SITE OR ANY OF THE CHANNELS, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES’ OR AFFILIATES OR ANY SELLER’S FAILURE TO PROPERLY AND SECURELY STORE ACCOUNTHOLDER’S INFORMATION OR PROPERLY TRANSMIT ACCOUNTHOLDER’S INFORMATION TO TREVIPAY FROM TIME TO TIME, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, OR ANY SELLER’S OR ANY OTHER PERSONTHIRD PARTY’S FAILURE TO CORRECTLY INVOICE OR CHARGE TAX OR VAT, GST, OR HST FOR ANY INDIRECTTRANSACTIONS MADE THROUGH THE PURCHASE PROGRAM. IN ADDITION, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIALUNDER NO CIRCUMSTANCES SHALL TREVIPAY HAVE ANY LIABILITY TO ACCOUNTHOLDER IN CONNECTION WITH ANY BREACH BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY SELLER OF ANY CONTRACT TERMS WITH ACCOUNTHOLDER ON THE E-COMMERCE SITE OR ANY OF THE CHANNELS OR ELSEWHERE. ACCOUNTHOLDER ACKNOWLEDGES THAT EMAIL IS NOT A SECURE FORM OF TRANSMISSION AND THAT IT MAY POTENTIALLY BE INTERCEPTED OR OTHERWISE OBTAINED BY PERSONS OTHER THAN THE INTENDED RECIPIENT AND WAIVES ALL RIGHTS AND REMEDIES PERTAINING TO THE COMPROMISE OF ANY ELECTRONIC COMMUNICATION BETWEEN TREVIPAY AND MERCHANT, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS ANY OF ITS SUBSIDIARIES OR LOSS OF DATA, UNDER, ARISING OUT OF, AFFILIATES OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF A SELLER IN CONNECTION WITH THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEPURCHASE PROGRAM. MLS GRIDACCOUNTHOLDER ACKNOWLEDGES AND AGREES THAT XXXXXXXX’S AGGREGATE AND TOTAL ENTIRE LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES LIMITED TO THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT LESSER OF THE MLS GRID DATA, INACCURACIES AMOUNTS RECEIVED FROM ACCOUNTHOLDER IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, PAST 12 MONTHS OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEGBP £10,000.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severallyFuelEd agrees to defend, indemnify, defend and hold harmless MLS GRID Customer and each MLS and each of their respective its employees, directorscontractors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") board members from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising liabilities, claims, damages, injuries, judgments, demands and expenses, including court costs and attorney's fees, that arise out of or relating in connection with any acts or omissions of FuelEd related to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under arising from this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder collectively "Claims") except to the extent Vendor that such Claims arise out of actions or omissions of Customer and Participant are materially prejudiced thereby), subject to the conditions precedent that a) Customer provide written notice to FuelEd within thirty (y30) give Vendor and Participant sole control days of the defense and settlement its receipt of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, Customer permits FuelEd to assume the control and defense of the Claim with counsel selected by FuelEd. IN NO EVENT SHALL MLS GRID OR ANY OF FuelEd'S LIABILITY TO CUSTOMER AND ITS RESPECTIVE EMPLOYEES, DIRECTORSCONTRACTORS, OFFICERS, CONTRACTORS OFFICERS AND BOARD MEMBERS UNDER THIS AGREEMENT OR REPRESENTATIVES FOR ANY MATTER OR CAUSE OF ACTION ARISING IN CONNECTION HEREWITH EXCEED THE AMOUNT PAID BY CUSTOMER TO FuelEd HEREUNDER. IN NO EVENT SHALL FuelEd BE LIABLE TO VENDORCUSTOMER, PARTICIPANT WHETHER UNDER THEORY OF CONTRACT, TORT OR ANY OTHER PERSONOTHERWISE, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, PUNITIVE, SPECIALCONSEQUENTIAL, OR INCIDENTAL DAMAGESSPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF LOST DATA), UNDER, ARISING OUT OF, WHETHER FORESEEABLE OR RELATED TO THIS AGREEMENT, EVEN IF NOT AND WHETHER FuelEd IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGES. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTSOLICITATION/NON-HIRE: To the extent permitted by law and during the Term of this Agreement and for a period of twelve (12) months after the latter of its termination or expiration, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECUREthe parties agree not to directly or indirectly solicit for hire or hire any employee of the other party without the express written consent of the other party, UNINTERRUPTED OR ERROR FREEand the payment to that party of a direct hiring conversion fee equal to fifty percent (50%) of that person's base starting salary as an employee of the hiring party. A party's general solicitation of employees (through, for example, employment websites or advertisements in newspapers, magazines or trade journals) will not be a violation of this provision.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend ITUNES will indemnify and hold harmless MLS GRID harmless, and each MLS upon COMPANY’S request, defend, COMPANY and each of its affiliates (and their respective employees, directors, officers, Contractors officers and representatives (collectively, "MLS GRID Indemnitees"employees) from and against any and all Damages losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees and costs) arising out of any Claims made or brought against MLS GRID Indemnitees a claim by a third party arising out of or relating to by reason of: (i) a Claim that Vendor’s or Participant’s any use of or display by ITUNES of the MLS GRID Data infringes COMPANY Content or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s Artwork in breach of this Agreement. MLS GRID shall ; (xii) promptly give notice to Participant and Vendor a breach of any warranty, representation, covenant or obligation of ITUNES under this Agreement; or (iii) any claim that the technology used by ITUNES in the Fulfillment Activities infringes the intellectual property rights of another party. ITUNES will reimburse COMPANY and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnification under this Agreement (Section 15, provided that failure COMPANY obtains ITUNES’ written consent prior to making such payments. COMPANY shall promptly notify ITUNES of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor any such claim, and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole ITUNES may assume control of the defense and or settlement of such claim. COMPANY shall have the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingright, at Vendor’s and Participant’s its expense, to participate in the defense thereof under ITUNES’ direction. (b) NOTWITHSTANDING ANYTHING HEREIN COMPANY will indemnify and hold harmless, and upon ITUNES’ request, defend, ITUNES and its affiliates and contractors (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys’ fees and costs) arising out of a claim by a third party by reason of: (i) a breach of any warranty, representation, covenant or obligation of COMPANY under this Agreement; or (ii) excluding the rights that ITUNES is responsible for under Section 4(b)(ii) (if applicable), any claim that any COMPANY Content, Artwork, metadata or any other materials provided or authorized by or on behalf of COMPANY hereunder or ITUNES’ use thereof violates or infringes the rights of another party. COMPANY will reimburse ITUNES and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnification under this Section 15, provided that ITUNES obtains COMPANY’S written consent prior to making such payments, ITUNES shall promptly notify COMPANY of any such claim, and COMPANY may assume control of the defense or settlement of such claim. ITUNES shall have the right, at its expense, to participate in the defense thereof under COMPANY’S direction, (c) EXCEPT PURSUANT TO THE CONTRARYAN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES EITHER PARTY BE LIABLE TO VENDOR, PARTICIPANT OR ANY THE OTHER PERSON, PARTY FOR ANY INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOST LOSS OF PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENTPUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALTHEIR POSSIBILITY. (cd) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR NO WARRANTY OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIESTERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING AS TO THE MERCHANTABILITYCONDITION, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT PURPOSE OF THE MLS GRID DATA ONLINE STORE, THE SECURITY SOLUTION, OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTELEMENTS OF THE FOREGOING IS GIVEN TO, OR THAT THE PROVISION OF THE MLS GRID DATA SHOULD BE ASSUMED BY, COMPANY, AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.

Indemnification and Limitation of Liability. (a) Participant and Vendor shallTHE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, jointly and severally, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN INCLUDING BUT NOT LIMITED TO THE CONTRARY, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY AND FITNESS FOR A PARTICULAR PURPOSE. XXXXXX DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE NOR DOES XXXXXX MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SOFTWARE NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY XXXXXX OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF XXXXXX OBLIGATIONS UNDER THIS AGREEMENT. LICENSEE EXPRESSLY AGREES AND ACKNOWLEDGES THAT USE OF THE SOFTWARE AND ANY OTHER SERVICES PROVIDED BY XXXXXX HEREUNDER IS AT CUSTOMER’S SOLE RISK. IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES XXXXXX BE LIABLE TO VENDOR, PARTICIPANT THE CUSTOMER OR ANY THIRD PARTY FOR LOSS OF PROFITS, LOSS OF BUSINESS REVENUE, FAILURE TO REALIZE EXPECTED SAVINGS, OTHER PERSON, SIMILAR ECONOMIC LOSS OR FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, SPECIAL OR INCIDENTAL DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALTHEREOF. b) Xxxxxx shall indemnify Licensee against any action brought against them to the extent that such action is based on a claim that the unmodified Software, when used in accordance with this Agreement infringes upon a legal copyright. If the Software is finally adjudged to so infringe, Xxxxxx shall, at its option, either: (i) procure for Licensee the right to continue using the Software (ii) modify or replace the Software to make it non- infringing, or (iii) refund Licensee, to a maximum of the original fee paid, upon return or destruction of the Software. Xxxxxx shall have no liability regarding any claim arising out of: (a) use of other than a current, unaltered release of the Software unless the infringing portion is also in the then current, unaltered release, (b) use of the Software in combination with non-XXXXXX software, data or equipment if the infringement was caused by such use or combination, (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN any modification or derivation of the Software not specifically authorized in writing by XXXXXX or (d) use of third party Software. c) Licensee shall indemnify Xxxxxx against any action brought against them to the extent that such action is based on a claim resulting from Licensee’s use of the Software including Licensee’s non-compliance with local and federal laws and statutes. Licensee is responsible for the accuracy, quality, integrity, legality, security, reliability, appropriateness and intellectual property ownership or right to use any and/or all of the Data, including obtaining all rights necessary for Licensee to submit Data on or through the Software and otherwise use or process such Data using the Software. “AS- IS,Data” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEincludes any information entered or used by Licensee through use of the Software.

Indemnification and Limitation of Liability. (a) Participant a. The Sub-Adviser agrees and Vendor shallundertakes to hold harmless, jointly indemnify and severally, indemnify, defend protect Great-West Funds and hold harmless MLS GRID the Adviser and each MLS and each of their respective employees, directors, officers, Contractors employees, and representatives affiliates (each, an “Indemnitee” and, collectively, "MLS GRID Indemnitees"the “Indemitees”) from and against any and all Damages damage, loss, liability and expense (including without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (each, a “Loss” and, collectively, the “Losses”) incurred or suffered by an Indemnitee as a result of willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s duties under this Agreement or by reason of the Sub-Adviser’s reckless disregard of its obligations or duties under this Agreement; provided, however, that in no event is Sub-Adviser’s indemnity in favor of an Indemnitee deemed to protect an Indemnitee against any liability to which Great-West Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of its obligations or duties under this Agreement or the Advisory Agreement. b. The Adviser agrees and undertakes to hold harmless, indemnify and protect the Sub-Adviser and its directors, officers, employees and affiliates (each, a “Sub-Adviser Indemnitee” and, collectively, the “Sub-Adviser Indemnitees”) from and against any and all Losses incurred or suffered by Sub-Adviser as a result of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser’s duties under this Agreement or by reason of the Adviser’s reckless disregard of its obligations or duties under this Agreement; provided, however, that in no event is the Adviser’s indemnity in favor of the Sub-Adviser Indemnitees deemed to protect the Sub-Adviser Indemnitees against any liability to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties under this Agreement. c. Great-West Funds and the Adviser, jointly and severally, agree to hold harmless the Sub-Adviser, its directors and officers, and each person, if any, who controls the Sub-Adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, as amended (the “1934 Act”) from and against any and all Losses arising out of or based upon any Claims made untrue statement or brought alleged untrue statement of a material fact contained in the registration statement for Great-West Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon information furnished in writing to Great-West Funds or the Adviser by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Great-West Funds and the Adviser, their directors and officers, and each person, if any, who controls Great-West Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Great-West Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against MLS GRID Indemnitees whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party arising out (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or relating in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (iincluding reasonable attorney’s fees and expenses) a Claim that Vendor’s or Participant’s use of or display incurred by the Indemnified Party in defending such Third Party Assertion between the date of the MLS GRID Data infringes commencement of such Third Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or misappropriates settle such third party’s intellectual property rights Third Party Assertion without the prior written consent of the Indemnifying Party and (ii) Vendor’s or Participant’s breach will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of this Agreementany such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. MLS GRID shall (x) promptly Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder receive such notice, except to the extent Vendor that (and Participant are only to such extent) the failure to receive notice materially prejudiced thereby)the rights of such party. h. In no event shall any party be liable to any other party for special, (y) give Vendor and Participant sole control consequential, punitive, incidental, exemplary or similar damages or losses regardless of the defense grounds or nature of any claim asserted (including without limitation contract, xxxxxxx, xxxxxxxxxx, xxxx, xxxxxx liability or otherwise) and settlement whether or not the party seeking the indemnification was advised of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consentpossibility of the damage or loss asserted. Nothing in this Section 13 shall be construed in a manner inconsistent with Section 17(i) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseof the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to the management of assets of the Fund other than the Fund Account. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend Accountholder shall indemnify and hold MSTS harmless MLS GRID against all losses, damages, costs, expenses (including legal fees), and each MLS and each liability, including any third-party claims, which may result from: (i) the proper performance of their respective employeesMSTS’s obligations hereunder; (ii) any negligent or wrongful act or omission of Accountholder, its directors, officers, Contractors agents, employees, and representatives subcontractors; or (collectively, "MLS GRID Indemnitees"iii) from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees breach by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display the Accountholder of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach terms of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of Agreement or if any claim for indemnification representation or warranty made by the Accountholder in connection with or under this Agreement (provided that failure of MLS GRID shall prove to notify Vendor have been incorrect when made or Participant does not release Vendor or Participant of its obligations hereunder except deemed to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, have been made. IN NO EVENT SHALL MLS GRID MSTS OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS AFFILIATES OR REPRESENTATIVES SUBSIDIARIES BE LIABLE TO VENDORACCOUNTHOLDER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, PARTICIPANT SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE, OR HAVE ANY LIABILITY AS A RESULT OF ANY DATA BREACH, IP INFRINGEMENT OR BREACH OF CONFIDENTIALITY OBLIGATIONS BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY SELLER, IN CONNECTION WITH THE PURCHASE PROGRAM OR THROUGH THE E-COMMERCE SITE OR ANY OF THE CHANNELS, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES’ OR AFFILIATES OR ANY SELLER’S FAILURE TO PROPERLY AND SECURELY STORE ACCOUNTHOLDER’S INFORMATION OR PROPERLY TRANSMIT ACCOUNTHOLDER’S INFORMATION TO MSTS FROM TIME TO TIME, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, OR ANY SELLER’S OR ANY OTHER PERSONTHIRD PARTY’S FAILURE TO CORRECTLY INVOICE OR CHARGE TAX OR VAT, GST, OR HST FOR ANY INDIRECTTRANSACTIONS MADE THROUGH THE PURCHASE PROGRAM. IN ADDITION, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIALUNDER NO CIRCUMSTANCES SHALL MSTS HAVE ANY LIABILITY TO ACCOUNTHOLDER IN CONNECTION WITH ANY BREACH BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY SELLER OF ANY CONTRACT TERMS WITH ACCOUNTHOLDER ON THE E-COMMERCE SITE OR ANY OF THE CHANNELS OR ELSEWHERE. ACCOUNTHOLDER ACKNOWLEDGES THAT EMAIL IS NOT A SECURE FORM OF TRANSMISSION AND THAT IT MAY POTENTIALLY BE INTERCEPTED OR OTHERWISE OBTAINED BY PERSONS OTHER THAN THE INTENDED RECIPIENT AND WAIVES ALL RIGHTS AND REMEDIES PERTAINING TO THE COMPROMISE OF ANY ELECTRONIC COMMUNICATION BETWEEN MSTS AND MERCHANT, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS ANY OF ITS SUBSIDIARIES OR LOSS OF DATA, UNDER, ARISING OUT OF, AFFILIATES OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF A SELLER IN CONNECTION WITH THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEPURCHASE PROGRAM. MLS GRIDACCOUNTHOLDER ACKNOWLEDGES AND AGREES THAT MSTS’S AGGREGATE AND TOTAL ENTIRE LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES LIMITED TO THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT LESSER OF THE MLS GRID DATA, INACCURACIES AMOUNTS RECEIVED FROM ACCOUNTHOLDER IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, PAST 12 MONTHS OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE$10,000.

Indemnification and Limitation of Liability. You will indemnify, defend, and hold the Indemnified Parties, including, without limitation, any of our services providers responsible for administering the Check Deposit Services, harmless from any and all Losses imposed on or sustained, incurred or suffered by any of the Indemnified Parties, including, without limitation, any of our service providers responsible for administering the Check Deposit Services, whether actual or threatened or proven or not, in respect of any and all Claims, without regard to the merit or lack thereof, arising from or related in any way to (a) Participant and Vendor shall, jointly and severally, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display your breach of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYa return of a check deposit made using the Check Deposit Services due to incomplete or incorrect information provided, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEESa closed account, DIRECTORSor insufficient funds, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. or (c) PARTICIPANT fraudulent activity. YOU AGREE YOUR USE OF THE CHECK DEPOSIT SERVICES AND VENDOR ACKNOWLEDGE ALL INFORMATION AND CONTENT (INCLUDING THAT MLS GRID PROVIDES THE MLS GRID DATA OF THIRD PARTIES, INCLUDING OUR SERVICE PROVIDERS) IS AT YOUR RISK AND IS PROVIDED ON AN “AS- AS IS,” ”, "WHERE IS", AND “AS-AS AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT USE OF THE MLS GRID DATASERVICE, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, PURPOSE AND NON-INFRINGEMENT OR RESULTS TO INFRINGEMENT. WE MAKE NO WARRANTY THAT THE SERVICE WILL (i) MEET YOUR REQUIREMENTS, (ii) BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTUNINTERRUPTED, TIMELY, SECURE, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECUREERROR-FREE, UNINTERRUPTED OR ERROR FREE(iii) PROVIDE ACCURATE OR RELIABLE RESULTS. You agree that neither we nor any service provider we use to facilitate the Check Deposit Services will be liable for any direct, indirect, incidental, special, consequential, exemplary or punitive damages, including damages for loss of profits, goodwill, use, data or other Losses resulting from the use or the inability to use the Check Deposit Services incurred by you or any third party arising from or related to the use of, inability to use, or the termination of the use of the Check Deposit Services, regardless of the form of action or claim (whether contract, tort, strict liability or otherwise), even if we have been informed of the possibility thereof.

Indemnification and Limitation of Liability. (To the extent permitted by law, Virtual Instruction Provider agrees to indemnify and hold CLIENT, its Board Members, officers, employees and agents harmless from all third-party liability, claims and demands arising from any suit, claim, charge or proceeding brought in connection with or related to Virtual Instruction Provider's negligent operation or conduct of any of Virtual Instruction Provider's employees, agents or representatives except to the extent such Claims arose out of the actions or omissions of the CLIENT and subject to the conditions precedent that a) Participant the CLIENT provides written notice to Provider within thirty (30) days of its receipt of the Claim and Vendor shallb) the CLIENT permits Provider to assume the control and defense of the Claim with counsel selected by Provider. This provision will not be deemed a relinquishment or waiver of any applicable limitation of liability and sovereign immunity available to Virtual Instruction Provider or CLIENT under law. This paragraph shall survive termination of the contract. IN NO EVENT SHALL PROVIDER'S LIABILITY TO THE CLIENT AND ITS EMPLOYEES, jointly and severallyCONTRACTORS, OFFICERS AND BOARD MEMBERS UNDER THIS AGREEMENT OR FOR ANY MATTER OR CAUSE OF ACTION ARISING IN CONNECTION HEREWITH EXCEED THE AMOUNT PAID BY THE CLIENT TO PROVIDER HEREUNDER, IN NO EVENT SHALL PROVIDER BE LIABLE TO THE CLIENT, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER PROVIDER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To the extent permitted by law, the CLIENT agrees to defend, indemnify, defend and hold harmless MLS GRID Provider and each MLS its affiliates and each all of their respective employees, directorscontractors, officers, Contractors officers and representatives (collectively, "MLS GRID Indemnitees") board members from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising liability, claims, damages, injuries, judgments, demands and expenses, including but not limited to court costs and attorneys’ fees, that arise out of or relating to (i) a Claim that Vendor’s in connection with any negligent acts or Participant’s use of or display omissions of the MLS GRID Data infringes CLIENT related to or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under arising from this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder collectively “Claims”) except to the extent Vendor and Participant are materially prejudiced thereby), that such Claims arise out of acts or omissions of Provider subject to the conditions precedent that a) Provider provides written notice to the Board within thirty (y30) give Vendor and Participant sole control days of the defense and settlement its receipt of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN Provider permits the CLIENT to assume the control and defense of the Claim with counsel selected by the CLIENT. This provision will not be deemed a relinquishment or waiver of any applicable limitation of liability and sovereign immunity available to Virtual Instruction Provider or CLIENT under law. This paragraph shall survive termination of the contract. IN NO EVENT SHALL CLIENT’S LIABILITY TO THE CONTRARYPROVIDER AND ITS EMPLOYEES, CONTRACTORS, OFFICERS AND BOARD MEMBERS UNDER THIS AGREEMENT OR FOR ANY MATTER OR CAUSE OF ACTION ARISING IN CONNECTION HEREWITH EXCEED THE AMOUNT PAID BY THE CLIENT TO PROVIDER HEREUNDER, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES CLIENT BE LIABLE TO VENDORTHE PROVIDER, PARTICIPANT WHETHER UNDER THEORY OF CONTRACT, TORT OR ANY OTHER PERSONOTHERWISE, FOR ANY INDIRECT, CONSEQUENTIALCONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF LOST DATA), UNDER, ARISING OUT OF, WHETHER FORESEEABLE OR RELATED TO THIS AGREEMENT, EVEN IF NOT AND WHETHER BOARD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGES. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDERThis paragraph supersedes any provision in the Standard Terms and Conditions related to indemnity, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALspecifically including paragraph 9. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. To the extent permitted by law, BlueStreak and Customer (a“Indemnifying Party”) Participant and Vendor shall, jointly and severally, indemnify, defend agree to indemnify and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives the other (collectively, "MLS GRID Indemnitees"“Indemnitee”) from and against any and all Damages arising liabilities. claims, damages, injuries, judgments, demands and expenses, including court costs and attorney's fees, to the extent that arise out of any Claims made acts or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display omissions of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice Indemnifying Party related to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced therebycollectively "Claims"), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) . NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYFOREGOING, IN NO EVENT SHALL MLS GRID OR ANY OF BLUESTREAK'S LIABILITY TO CUSTOMER AND ITS RESPECTIVE EMPLOYEES, DIRECTORSCONTRACTORS, OFFICERS, CONTRACTORS OFFICERS AND BOARD MEMBERS UNDER THIS AGREEMENT OR REPRESENTATIVES FOR ANY MATTER OR CAUSE OF ACTION ARISING IN CONNECTION HEREWITH EXCEED THE AMOUNT PAID BY CUSTOMER TO BLUESTREAK HEREUNDER. IN NO EVENT SHALL BLUESTREAK BE LIABLE TO VENDORCUSTOMER, PARTICIPANT WHETHER UNDER THEORY OF CONTRACT, TORT OR ANY OTHER PERSONOTHERWISE, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, PUNITIVE, SPECIALCONSEQUENTIAL, OR INCIDENTAL DAMAGESSPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF LOST DATA), UNDER, ARISING OUT OF, WHETHER FORESEEABLE OR RELATED TO THIS AGREEMENT, EVEN IF NOT AND WHETHER BLUESTREAK IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGES. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDERDISPUTE RESOLUTION: The parties agree that they will use their best efforts to settle any and all disputes arising out of, ARISING OUT OFunder or in connection with this Agreement, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATAincluding without limitation the validity, REGARDLESS OF THE FORM OF ACTIONinterpretation, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENTperformance and breach hereof, prior to initiating any legal proceeding, whether judicial or administrative in nature. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIESThe efforts shall be primarily between the President of BlueStreak and the Customer or their respective designees. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALThe laws of the State of Illinois, without regard to its conflict of laws provisions, will govern all disputes arising out of or related to this Agreement, including the validity, enforceability or construction thereof. Each party submits to the jurisdiction of the state and federal courts located in the State of Illinois. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant Notwithstanding anything else to the contrary in this MSA, Client will defend and Vendor shallhandle at its own expenses, jointly and severally, indemnify, defend indemnify and hold harmless MLS GRID MITTO, parent companies, subsidiaries and each MLS and each of Affiliates, their respective employeesofficers, directors, officersemployees and agents, Contractors and representatives subcontractors, suppliers (collectivelyeach, an "MLS GRID IndemniteesIndemnified Party") from and against any and all Damages arising out claims, demands, actions, damages, costs and expenses (including attorney fees), or liability of any Claims made whatever nature incurred or brought against MLS GRID Indemnitees to be incurred by a third party an Indemnified Party arising out of or relating to (i) a Claim that Vendor’s or Participant’s Client's use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights Services other than as expressly authorized in this MSA, the Documentation and the respective Service Addendum, (ii) Vendor’s or Participant’s Client's infringement of any third party Intellectual Property Rights in using the Services, (iii) any breach of Client's obligations under this Agreement, (iv) any claims arising from Information, data, or messages transmitted by Client using the Services, including, but not limited to, claims for libel, slander, infringement of copyright, and invasion of privacy or alteration of private records or data. MLS GRID shall (x) MITTO agrees to promptly give notice to Participant and Vendor notify the Client of any such third party claim, to permit the Client to control the defense and/or settlement of such claim for indemnification under this Agreement (provided and to assist the Client, at its sole expense and reasonable request, in the defense and/or settlement of any such claim. The Client agrees that failure MITTO shall have the right to additionally participate, at MITTO expense, in the defense of MLS GRID to notify Vendor or Participant does not release Vendor or Participant any such claim through counsel of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, own choice. "IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES MITTO BE LIABLE TO VENDORTHE CLIENT FOR ANY LOSS OF USE, PARTICIPANT LOSSES DUE TO FORCE MAJEURE, INTERRUPTION OF BUSINESS, OR ANY OTHER PERSONDIRECT, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR INCIDENTAL DAMAGES, CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATACUSTOMERS, UNDERLOST PROFITS, ARISING OUT OFLOST REVENUES OR ANTICIPATED SAVINGS OR EARNINGS, INTERFERENCE WITH BUSINESS OR RELATED TO THIS AGREEMENTCOST OF PURCHASING REPLACEMENT SERVICES) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF MITTO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDERDAMAGES, ARISING OUT OF THE USE OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITYSERVICES, OR FITNESS FOR A PARTICULAR USE THE PERFORMANCE OR PURPOSE, NON-INFRINGEMENT OR RESULTS FAILURE TO BE DERIVED FROM THE USE PERFORM BY MITTO OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THIS MSA, WHETHER OR NOT CAUSED BY THE MLS GRID DATA AND DATA INTERFACE WILL BE SECUREACTS OR OMISSIONS OF MITTO, UNINTERRUPTED ITS AFFILIATES, EMPLOYEES OR ERROR FREEAGENTS. To the extent that MITTO is liable, its maximum total liability is limited to the total amount of paid fees by the Client in the last twelve (12) months under this MSA. This limitation of liability does not apply to the liability for death or personal injury. No liability is assumed for the Services being suitable for the purposes of the Client and for it working together with the Client's existing soft- and hardware or any other infrastructure. The liability of MITTO is excluded in the case of non-contractual use by the Client." Neither MITTO nor its representatives, Affiliates or employees will be liable under any legal or equitable theory for any claim, damage, or loss (and Client will hold MITTO harmless against any and all such claims) arising from or relating to the inability to use the Services to contact emergency services, as defined in article 0. MITTO's outbound communication Services should not be used for contacting emergency services, unless the Service is expressly approved for such purpose and the Client and MITTO have entered in a separate agreement in connection with the use of such approved Service.

Indemnification and Limitation of Liability. (a) Participant and Vendor shallYou agree to defend, jointly and severally, indemnify, defend indemnify and hold harmless MLS GRID and each MLS and each of their respective employeesCooey Health, its officers, directors, officersemployees, Contractors shareholders, affiliates, third-party contractors, agents, licensors and representatives suppliers (collectivelyeach a Cooey Party and collectively Cooey Parties), "MLS GRID Indemnitees") harmless from and against any claims, actions or demands, losses, liabilities, damages, costs, expenses and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to settlements (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights including without limitation reasonable attorney and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced therebyaccounting fees), resulting from or alleged to result from, directly or indirectly, your (ya) give Vendor violation of these Terms and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. Conditions; (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, access or use of to the Platform and Websites; and (c) provision of other disclosure to Cooey Health of any other information or data and the use of same by Cooey Health or other Cooey Party as contemplated hereunder. IN NO EVENT SHALL MLS GRID ANY OF THE COOEY PARTIES HEALTH BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM ANY LOSS OF ITS RESPECTIVE EMPLOYEESUSE, DIRECTORSLOSS OF PROFITS, OFFICERSLITIGATION, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSONPECUNIARY LOSS, FOR ANY INDIRECTWHETHER BASED ON BREACH OF CONTRACT, CONSEQUENTIALTORT (INCLUDING NEGLIGENCE), EXEMPLARY, PUNITIVE, SPECIALPRODUCT LIABILITY, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDEROTHERWISE, ARISING OUT OFOF OR IN ANY WAY CONNECTED WITH THE WEBSITES OR PLATFORMS OR THE PROVISION OF OR FAILURE TO MAKE AVAILABLE ANY SUCH PRODUCTS, GOODS, OR RELATED TO THIS AGREEMENTSERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGES. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDERCooey Health shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Cooey Health’s reasonable control, ARISING OUT OFincluding, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATAwithout limitation, REGARDLESS OF THE FORM OF ACTIONmechanical, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENTelectronic, or communications failure or degradation. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIESThe terms of these Terms and Conditions that limit liability reflect an informed voluntary allocation of risk; such allocation represents a material part of these Terms and Conditions. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALYou agree that the limitations of liabilities set out in these Terms and Conditions are fair and reasonable in the circumstances. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shallEach party shall defend, jointly and severally, indemnify, defend indemnify and hold the other harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any all claims, actions, suits, proceedings, damages, losses, and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to expenses (iincluding, but not limited to, reasonable attorney's fees and costs) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby)that any such claim, (y) give Vendor and Participant sole control action, suit, proceeding, damage, loss or expense is the result of any act or omission of the defense indemnifying party or of any of its employees, agents, servants, independent contractors, subcontractors or other personnel provided that the party seeking indemnification notifies the indemnifying party promptly in writing thereof and settlement of gives the Claim against MLS GRID (except that neither Vendor nor Participant may indemnifying party exclusive authority to defend or settle any Claim without first receiving MLS GRID's prior written consent) such matter and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expensecomplete information required for the defense of same. (b) EXCEPT AS OTHERWISE EXPRESSLY PROVIDED BY SECTION 12 HEREOF, NOTWITHSTANDING ANYTHING HEREIN ANY OTHER TERM OR PROVISION IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, DATATEC'S LIABILITY UNDER THIS AGREEMENT FOR ANY INDIRECTCAUSE WHATSOEVER, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTIONACTION (WHETHER IN CONTRACT, IN TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (INCLUDING NEGLIGENCE, OR OTHERWISE) WILL BE LIMITED TO GENERAL MONEY DAMAGES (AND NO OTHER RELIEF) IN AN AMOUNT NOT TO EXCEED THE AMOUNT OF AGGREGATE FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE NTN HEREUNDER. UNDER NO CIRCUMSTANCES WILL DATATEC BE LIABLE FOR ANY LOSS OF THE FIRST PROFITS, LOST DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, ANY CLAIM MADE OR DEMAND AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS NTN BY ANY OTHER PARTY, OR SPECIAL, CONSEQUENTIAL OR INDIRECT DAMAGES OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALANY KIND WHATSOEVER. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASISNeither party hereto shall be liable for failure or delay in performing any of its obligations hereunder if such failure or delay is occasioned by compliance with any governmental regulation, request or order, or by circumstances beyond the reasonable control of the party, including, but not limited to, Acts of God, war, insurrection, fire and/or flood, accident, labor strikes, work stoppage or slowdown, or inability to obtain raw materials, supplies, power or equipment necessary to enable such party to perform its obligations hereunder. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANTEach party shall (i) promptly notify the other in writing of any such event of force majeure, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATAthe expected duration thereof, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEand its anticipated effect on the ability of such party to perform its obligations hereunder and (ii) make reasonable efforts to remedy any such event of force majeure.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall1. The indemnity obligations found in Article 9, jointly and severallyIndemnification, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights Standard Contract Provisions dated July 2010 for use with District of Columbia Government Supplies and (ii) Vendor’s or Participant’s breach of this AgreementServices Contracts shall be limited to third-party claims. MLS GRID DCPS shall (x) promptly give provide Contractor with prompt written notice to Participant and Vendor upon becoming aware of any claim for subject to indemnification under this Agreement (provided that failure Article 9, Indemnification, of MLS GRID the Standard Contract Provisions dated July 2010 for use with District of Columbia Government Supplies and Services Contracts, and shall provide reasonable cooperation to notify Vendor Contractor in the defense or Participant does not release Vendor investigation of any claim, suit or Participant of proceeding. Contractor, at its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby)option, (y) give Vendor and Participant will have sole control of the such defense, provided that DCPS is entitled to participate in its own defense and at its sole expense. Contractor shall not enter into any settlement or compromise of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim such claim, suit, or proceeding without first receiving MLS GRID's DCPS’ prior written consent) , except that Contractor may without such consent enter into any settlement of a claim that resolves the claim without liability to DCPS and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT without impairment to any of DCPS’ rights or requiring DCPS to make any admission of liability. EACH PARTY AND ITS SUPPLIERS SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES NOT BE LIABLE TO VENDOR, PARTICIPANT OR ANY THE OTHER PERSON, PARTY FOR ANY INDIRECT, CONSEQUENTIALSPECIAL, EXEMPLARY, PUNITIVE, SPECIALINCIDENTAL, OR INCIDENTAL DAMAGES, INCLUDING CONSEQUENTIAL DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OF OR RELATED TO THIS AGREEMENTCONTRACT OR THE USE OR INABILITY TO USE THE SERVICE (INCLUDING, WITHOUT LIMITATION, COSTS OF DELAY, LOSS OR INACCURACY OF DATA, RECORDS OR INFORMATION, COST(S) OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, AND ANY FAILURE OF DELIVERY OF THE SERVICE), EVEN IF ADVISED THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY LIKELIHOOD OF SUCH DAMAGES;. EXCEPT WITH RESPECT TO CONTRACTOR’S THRID-PARTY INTELLECTUAL PROPERTY INFRINGMENT, AND DAMAGE OR INJURY TO PERSON OR PROPERTY INDEMNITY OBLIGATIONS AS SET FORTH IN ARTICLE 9, INDEMNIFICATION, OF THE STANDARD CONTRACT PROVISIONS DATED JULY 2010 FOR USE WITH DISTRICT OF COLUMBIA GOVERNMENT SUPPLIES AND SERVICES CONTRACTS (“ARTICLE 9”), EACH PARTY’S CUMULATIVE MAXIMUM LIABILITY FOR DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OF OR RELATED TO THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO OTHERWISE) SHALL NOT EXCEED THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID DISTRICT UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. WITHIN THE TWELVE (c12) PARTICIPANT AND VENDOR ACKNOWLEDGE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. NOTWITHSTANDING THE REST OF THIS PARAGRAPH, CONTRACTOR ACKNOWLEDGES THAT MLS GRID PROVIDES DCPS LACKS THE MLS GRID DATA AUTHORITY TO WAIVE CLAIMS ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT BEHALF OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE DISTRICT OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREECOLUMBIA GOVERNMENT.

Indemnification and Limitation of Liability. (a) Participant and Vendor shallAs limited below, jointly and severallyeach party agrees that to the fullest extent permitted by law, that it shall indemnify, defend defend, and hold harmless MLS GRID and each MLS and each of their respective employeesharmless, the other party, its officers, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") employees from and against all claims, suits, damages, losses, and expenses (including without limitation attorneys' fees, back wages, liquidated damages, penalties or interest) asserted by any and all Damages arising out third parties to the extent caused by, in whole or in part, any error, omission, or negligent act of any Claims made that party or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s its breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor , or that of any claim for indemnification of that party’s agents, servants, employees, consultants, or suppliers, in the performance of this Agreement or services or furnishing of materials, equipment, or other tangible items under this Agreement (provided that failure Agreement. CUSTOMER FURTHER AGREES IT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS PROVIDER FROM AND AGAINST ALL CLAIMS, SUITS, DAMAGES, LOSSES AND EXPENSES ARISING DIRECTLY OR INDIRECTLY FROM ANY THIRD-PARTY CLAIMS OF INFRINGEMENT, MISAPPROPRIATION OR OTHER SIMILAR CLAIM ARISING FROM PROVIDER’S RECEIPT OR USE OF THE PLANS AND DATA. This indemnity shall survive the termination of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expensethis Agreement. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYMAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE AND REGARDLESS OF WHAT CAUSE OF ACTION OR CLAIM FOR RELIEF IS ASSERTED, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES PROVIDER BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, CUSTOMER FOR ANY INDIRECTINCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL OTHER INDIRECT DAMAGES, INCLUDING DAMAGES FOR INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUE, LOST PROFITS, LOSS OF DATA, UNDERLOST TIME, ARISING OUT OFLOST SAVINGS OR OTHER BENEFITS, LOST CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, DAMAGE TO EQUIPMENT, CLAIMS AGAINST CUSTOMER BY ANY THIRD PERSON, OR RELATED FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT, AGREEMENT EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES LOSS OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGE. MLS GRID’S THE AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, PROVIDER FOR ANY CLAIMS ARISING OUT OF, OF OR RELATED RELATING TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO PROVIDER UNDER THE SPECIFIC PORTION OF THE SCOPE OF WORK UNDER WHICH THE CLAIM AROSE, AND PROVIDER’S LIABILITY FOR DIRECT DAMAGES AND INDEMNIFICATIONS SHALL NOT EXCEED THE AMOUNTS OF SERVICES FEES PAID BY VENDOR AND PARTICIPANT CUSTOMER TO MLS GRID PROVIDER IN THE PRECEDING TWELVE MONTHS PRIOR TO THE DATE (12) MONTHS. NO ACTION, REGARDLESS OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANTFORM, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT MAY BE BROUGHT BY CUSTOMER MORE THAN ONE (1) YEAR AFTER THE PROVISION CAUSE OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEACTION HAS ARISEN.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend Accountholder shall indemnify and hold TreviPay harmless MLS GRID against all losses, damages, costs, expenses (including legal fees), and each MLS and each liability, including any third-party claims, which may result from: (i) the proper performance of their respective employeesTreviPay’s obligations hereunder; (ii) any negligent or wrongful act or omission of Accountholder, its directors, officers, Contractors agents, employees, and representatives subcontractors; or (collectively, "MLS GRID Indemnitees"iii) from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees breach by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display the Accountholder of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach terms of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of Agreement or if any claim for indemnification representation or warranty made by the Accountholder in connection with or under this Agreement (provided that failure of MLS GRID shall prove to notify Vendor have been incorrect when made or Participant does not release Vendor or Participant of its obligations hereunder except deemed to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, have been made. IN NO EVENT SHALL MLS GRID TREVIPAY OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS AFFILIATES OR REPRESENTATIVES SUBSIDIARIES BE LIABLE TO VENDORACCOUNTHOLDER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, PARTICIPANT SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE, OR HAVE ANY LIABILITY AS A RESULT OF ANY DATA BREACH, IP INFRINGEMENT OR BREACH OF CONFIDENTIALITY OBLIGATIONS BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY SELLER, IN CONNECTION WITH THE PURCHASE PROGRAM OR THROUGH THE E-COMMERCE SITE OR ANY OF THE CHANNELS, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES’ OR AFFILIATES OR ANY SELLER’S FAILURE TO PROPERLY AND SECURELY STORE ACCOUNTHOLDER’S INFORMATION OR PROPERLY TRANSMIT ACCOUNTHOLDER’S INFORMATION TO TREVIPAY FROM TIME TO TIME, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, OR ANY SELLER’S OR ANY OTHER PERSONTHIRD PARTY’S FAILURE TO CORRECTLY INVOICE OR CHARGE TAX OR VAT, GST, OR HST FOR ANY INDIRECTTRANSACTIONS MADE THROUGH THE PURCHASE PROGRAM. IN ADDITION, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIALUNDER NO CIRCUMSTANCES SHALL TREVIPAY HAVE ANY LIABILITY TO ACCOUNTHOLDER IN CONNECTION WITH ANY BREACH BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY SELLER OF ANY CONTRACT TERMS WITH ACCOUNTHOLDER ON THE E-COMMERCE SITE OR ANY OF THE CHANNELS OR ELSEWHERE. ACCOUNTHOLDER ACKNOWLEDGES THAT EMAIL IS NOT A SECURE FORM OF TRANSMISSION AND THAT IT MAY POTENTIALLY BE INTERCEPTED OR OTHERWISE OBTAINED BY PERSONS OTHER THAN THE INTENDED RECIPIENT AND WAIVES ALL RIGHTS AND REMEDIES PERTAINING TO THE COMPROMISE OF ANY ELECTRONIC COMMUNICATION BETWEEN TREVIPAY AND MERCHANT, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS ANY OF ITS SUBSIDIARIES OR LOSS OF DATA, UNDER, ARISING OUT OF, AFFILIATES OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF A SELLER IN CONNECTION WITH THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEPURCHASE PROGRAM. MLS GRIDACCOUNTHOLDER ACKNOWLEDGES AND AGREES THAT XXXXXXXX’S AGGREGATE AND TOTAL ENTIRE LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES LIMITED TO THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT LESSER OF THE MLS GRID DATA, INACCURACIES AMOUNTS RECEIVED FROM ACCOUNTHOLDER IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, PAST 12 MONTHS OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREECAD 10,000.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend Accountholder shall indemnify and hold TreviPay harmless MLS GRID against all losses, damages, costs, expenses (including legal fees), and each MLS and each liability, including any third-party claims, which may result from: (i) the proper performance of their respective employeesTreviPay’s obligations hereunder; (ii) any negligent or wrongful act or omission of Accountholder, its directors, officers, Contractors agents, employees, and representatives subcontractors; or (collectively, "MLS GRID Indemnitees"iii) from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees breach by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display the Accountholder of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach terms of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of Agreement or if any claim for indemnification representation or warranty made by the Accountholder in connection with or under this Agreement (provided that failure of MLS GRID shall prove to notify Vendor have been incorrect when made or Participant does not release Vendor or Participant of its obligations hereunder except deemed to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, have been made. IN NO EVENT SHALL MLS GRID TREVIPAY OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS AFFILIATES OR REPRESENTATIVES SUBSIDIARIES BE LIABLE TO VENDORACCOUNTHOLDER OR ANY THIRD PARTY FOR ANY SPECIAL, PARTICIPANT INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE, OR HAVE ANY LIABILITY AS A RESULT OF ANY DATA BREACH, IP INFRINGEMENT OR BREACH OF CONFIDENTIALITY OBLIGATIONS BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY SELLER, IN CONNECTION WITH THE PURCHASE PROGRAM OR THROUGH THE E- COMMERCE SITE OR ANY OF THE CHANNELS, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES’ OR AFFILIATES OR ANY SELLER’S FAILURE TO PROPERLY AND SECURELY STORE ACCOUNTHOLDER’S INFORMATION OR PROPERLY TRANSMIT ACCOUNTHOLDER’S INFORMATION TO TREVIPAY FROM TIME TO TIME, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, OR ANY SELLER’S OR ANY OTHER PERSONTHIRD PARTY’S FAILURE TO CORRECTLY INVOICE OR CHARGE TAX OR VAT, GST, OR HST FOR ANY INDIRECTTRANSACTIONS MADE THROUGH THE PURCHASE PROGRAM. IN ADDITION, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIALUNDER NO CIRCUMSTANCES SHALL TREVIPAY HAVE ANY LIABILITY TO ACCOUNTHOLDER IN CONNECTION WITH ANY BREACH BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY SELLER OF ANY CONTRACT TERMS WITH ACCOUNTHOLDER ON THE E-COMMERCE SITE OR ANY OF THE CHANNELS OR ELSEWHERE. ACCOUNTHOLDER ACKNOWLEDGES THAT EMAIL IS NOT A SECURE FORM OF TRANSMISSION AND THAT IT MAY POTENTIALLY BE INTERCEPTED OR OTHERWISE OBTAINED BY PERSONS OTHER THAN THE INTENDED RECIPIENT AND WAIVES ALL RIGHTS AND REMEDIES PERTAINING TO THE COMPROMISE OF ANY ELECTRONIC COMMUNICATION BETWEEN TREVIPAY AND MERCHANT, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS ANY OF ITS SUBSIDIARIES OR LOSS OF DATA, UNDER, ARISING OUT OF, AFFILIATES OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF A SELLER IN CONNECTION WITH THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEPURCHASE PROGRAM. MLS GRIDACCOUNTHOLDER ACKNOWLEDGES AND AGREES THAT XXXXXXXX’S AGGREGATE AND TOTAL ENTIRE LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES LIMITED TO THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT LESSER OF THE MLS GRID DATA, INACCURACIES AMOUNTS RECEIVED FROM ACCOUNTHOLDER IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, PAST 12 MONTHS OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEEUR €10,000.

Indemnification and Limitation of Liability. (a) Participant 7.1 At its own expense, the Event Owner agrees, acknowledges, and Vendor shall, jointly and severally, indemnify, defend understands it will indemnify and hold harmless MLS GRID and each MLS and each of their respective employeesVane, directors, its officers, Contractors agents, employees and representatives (collectivelyassigns, "MLS GRID Indemnitees") from and against all claims, demands, losses, costs, penalties, damages, judgments and suits at law of whatsoever nature (hereafter "actions"), brought against Vane arising from, in connection with, or incident to the performance of, or failure to perform the provisions of the ticketing services and other Services. 7.2 The Event Owner understands and agrees that Vane’s Services are provided on an "as is" and "as available" basis and Vane will not be liable for failure to perform any obligation under this Agreement if such failure is caused by Internet outages or delays, unauthorized access (hacking), earthquakes, communications outages, fire, flood, war, an act of God, or the occurrence of any other unforeseen contingency beyond the reasonable, control of Vane. 7.3 Vane does not warrant that the use of the Inventory Management System or any of the Trading Mediums will be uninterrupted or error-free. 7.4 In providing the ticketing and all Damages access control services for the Event, Vane acts as an agent for and on behalf of the Event Owner and as such Vane accepts no responsibility or liability, of whatsoever nature, in respect of any loss, damages and/or injury which may be incurred or suffered by any person as a result of or arising, whether directly or indirectly, from the Event and the Event Owner hereby irrevocably and unconditionally indemnifies Vane and agrees to hold Vane harmless and defend it against any such loss, damage or injury and any claim which may be made against Vane by any third party, arising directly or indirectly out of the provision of the ticketing services herein. 7.5 Vane does not warrant a specific number of sales of Tickets and the Event Owner’s reliance on sales via Vane's Trading Mediums in order to support its business is entirely at its own risk. 7.6 In respect of the Tickets for the Event, as uploaded by the Event Owner via the Inventory Management System, the Event Owner acknowledges that Vane cannot be held responsible or liable for any Claims made erroneous upload, subsequent error or brought incorrect price being displayed to Customers via Vane's Trading Mediums. The Event Owner understands that it is its sole responsibility to ensure the accuracy of the prices at which the Tickets are to be sold. 7.7 Vane shall not be responsible or liable for any error or incorrect price being displayed to Customers via Trading Mediums as a result of, including but not limited to incorrectly applied or specified discounts, currency conversions and failures to correctly update prices. 7.8 The Event Owner warrants that it is the legal owner (or legal agent) of the products and/or services and has the legal capacity to conclude the sale and pass the title. 7.9 The Event Owner warrants that the products and/or services are reasonably fit for the purpose for which goods of that kind are commonly bought, having regard to matters including but not limited to the description and price. 7.10 The Event Owner warrants that the products and/or services sold correspond with the description that the Event Owner shall post on the Inventory Management System. 7.11 In respect of any consumer protection laws and regulations applicable to the purchase of products and/or services via the Trading Mediums, the Event Owner indemnifies and holds Vane harmless against MLS GRID Indemnitees by a all claims or losses arising from or connected to this Agreement which result from the Event Owner breaching such laws and regulations. 7.12 The Event Owner acknowledge that it is its responsibility to safeguard its Inventory Management System password and it indemnifies Vane against any claims whatsoever resulting from, but not limited to, unauthorized access to the Event Owner’s account, unauthorized changes to banking details etcetera. 7.13 The Event Owner warrants that it has the requisite authority and permission from any relevant third party arising out of or relating who may have any rights to (i) a Claim that Vendor’s or Participant’s use of or display the hosting and/or staging of the MLS GRID Data infringes Event, or misappropriates the right to the use and exploitation of any trade names or marks, or the copyright associated with the Event, to stage such Event, and in so doing, it shall not be in breach of any such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenserights. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend Each Party (“Indemnifying Party”) shall indemnify and hold the other Party (“Indemnified Party”) harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any all losses, claims, demands, actions, suits, damages, liabilities, proceedings or judgments, including costs, expenses and all Damages arising out of any Claims made or brought reasonable legal fees assessed against MLS GRID Indemnitees by a third party the Indemnified Party arising out of or relating relate to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or ParticipantIndemnifying Party’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor Agreement or applicable Legal Requirements, infringement of any claim for third party intellectual property rights, or any fraud or other criminal offence, wilful misconduct or gross negligence committed by the Indemnifying Party in connection with the Money Transfer Services. The foregoing indemnification under obligations shall survive the termination of this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense.Agreement (b) NOTWITHSTANDING DESPITE ANYTHING HEREIN TO THE CONTRARYELSE IN THIS AGREEMENT, IN NO EVENT SHALL MLS GRID DURING THE TERM OR ANY OF AFTERWARDS WILL EITHER PARTY OR ITS RESPECTIVE EMPLOYEESAFFILIATES, DIRECTORS, OFFICERS, CONTRACTORS EMPLOYEES, AGENTS OR REPRESENTATIVES SUBCONTRACTORS, BE LIABLE TO VENDORTHE OTHER PARTY UNDER ANY THEORY OF TORT (INCLUDING NEGLIGENCE). CONTRACT, PARTICIPANT STRICT LIABILITY OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, LEGAL THEORY FOR: (I) EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR INCIDENTAL CONSEQUENTIAL DAMAGES; OR (II) LOST PROFITS, INCLUDING LOST REVENUES, LOST BUSINESS OPPORTUNITIES OR LOST GOODWILL. EACH OF THESE DAMAGES FOR LOST PROFITS IS EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER THE DAMAGES WERE FORESEEABLE OR LOSS OF DATA, UNDER, ARISING OUT OF, WHETHER ANY PARTY OR RELATED TO THIS AGREEMENT, EVEN IF ANY PERSON HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH THE DAMAGES. (c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT, EACH PARTY’S CUMULATIVE LIABILITY FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, OR DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, FOR ANY CAUSE WHATSOEVER (INCLUDING THOSE ARISING OUT OF, OF OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, AND REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED ACTION OR LEGAL THEORY) SHALL NOT EXCEED ONE MILLION UNITED STATES DOLLARS (USD$1,000,000.00). (d) THE LIMITATION HEREIN DOES NOT LIMIT: (I) EITHER PARTY’S OBLIGATIONS TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID SETTLE MONEY UNDER THIS AGREEMENT. THE PROVISIONS ; (II) DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL WRONGDOING; (III) DAMAGES IN RELATION TO BREACHES OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY CONFIDENTIALITY OR BREACH OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALA THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. (ce) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “ASNothing in this Agreement will limit either party’s liability for death or personal injury resulting from the negligence of that party or its officers, agents, employees or sub-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEcontractors; or for fraud or fraudulent misrepresentation; or for any other matter in respect of which liability cannot by applicable Legal Requirements be limited.

Indemnification and Limitation of Liability. (To the extent permitted by law, Virtual Instruction Provider agrees to indemnify and hold CLIENT, its Board Members, officers, employees and agents harmless from all third-party liability, claims and demands arising from any suit, claim, charge or proceeding brought in connection with or related to Virtual Instruction Provider's negligent operation or conduct of any of Virtual Instruction Provider's employees, agents or representatives except to the extent such Claims arose out of the actions or omissions of the CLIENT and subject to the conditions precedent that a) Participant the CLIENT provides written notice to Virtual Instruction Provider within thirty (30) days of its receipt of the Claim and Vendor shallb) the CLIENT permits Virtual Instruction Provider to assume the control and defense of the Claim with counsel selected by Virtual Instruction Provider. This provision will not be deemed a relinquishment or waiver of any applicable limitation of liability and sovereign immunity available to Virtual Instruction Provider or CLIENT under law. This paragraph shall survive termination of this Agreement. IN NO EVENT SHALL VIRTUAL INSTRUCTION PROVIDER'S LIABILITY TO THE CLIENT AND ITS EMPLOYEES, jointly and severallyCONTRACTORS, OFFICERS AND BOARD MEMBERS UNDER THIS AGREEMENT OR FOR ANY MATTER OR CAUSE OF ACTION ARISING IN CONNECTION HEREWITH EXCEED THE AMOUNT PAID BY THE CLIENT TO VIRTUAL INSTRUCTION PROVIDER HEREUNDER, IN NO EVENT SHALL VIRTUAL INSTRUCTION PROVIDER BE LIABLE TO THE CLIENT, WHETHER UNDER THEORY OF CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, LOST PROFITS OR LOST DATA), WHETHER FORESEEABLE OR NOT AND WHETHER VIRTUAL INSTRUCTION PROVIDER IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To the extent permitted by law, the CLIENT agrees to defend, indemnify, defend and hold harmless MLS GRID Virtual Instruction Provider and each MLS its affiliates and each all of their respective employees, directorscontractors, officers, Contractors officers and representatives (collectively, "MLS GRID Indemnitees") board members from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising liability, claims, damages, injuries, judgments, demands and expenses, including but not limited to court costs and attorneys’ fees, that arise out of or relating to (i) a Claim that Vendor’s in connection with any negligent acts or Participant’s use of or display omissions of the MLS GRID Data infringes CLIENT related to or misappropriates arising from this Agreement (collectively “Claims”) except to the extent that such third party’s intellectual property rights Claims arise out of acts or omissions of Virtual Instruction Provider subject to the conditions precedent that a) Virtual Instruction Provider provides written notice to the Board within thirty (30) days of its receipt of the Claim and (iib) Vendor’s Virtual Instruction Provider permits the CLIENT to assume the control and defense of the Claim with counsel selected by the CLIENT. This provision will not be deemed a relinquishment or Participant’s breach waiver of any applicable limitation of liability and sovereign immunity available to Virtual Instruction Provider or CLIENT under law. This paragraph shall survive termination of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN IN NO EVENT SHALL CLIENT’S LIABILITY TO THE CONTRARYVIRTUAL INSTRUCTION PROVIDER AND ITS EMPLOYEES, CONTRACTORS, OFFICERS AND BOARD MEMBERS UNDER THIS AGREEMENT OR FOR ANY MATTER OR CAUSE OF ACTION ARISING IN CONNECTION HEREWITH EXCEED THE AMOUNT PAID BY THE CLIENT TO VIRTUAL INSTRUCTION PROVIDER HEREUNDER, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES CLIENT BE LIABLE TO VENDORTHE VIRTUAL INSTRUCTION PROVIDER, PARTICIPANT WHETHER UNDER THEORY OF CONTRACT, TORT OR ANY OTHER PERSONOTHERWISE, FOR ANY INDIRECT, CONSEQUENTIALCONSEQUENTIAL OR SPECIAL DAMAGES (INCLUDING ANY DAMAGE TO BUSINESS REPUTATION, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF LOST DATA), UNDER, ARISING OUT OF, WHETHER FORESEEABLE OR RELATED TO THIS AGREEMENT, EVEN IF NOT AND WHETHER BOARD IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGES. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDERThis paragraph III(a) supersedes any provision in the Standard Terms and Conditions related to indemnity, ARISING OUT OFspecifically including paragraph 9. III(b). To the best of the VIRTUAL INSTRUCTION PROVIDER’s knowledge, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATAthe VIRTUAL INSTRUCTION PROVIDER further warrants that as to each Deliverable produced pursuant to this Contract, REGARDLESS OF THE FORM OF ACTIONVIRTUAL INSTRUCTION PROVIDER’s production of the Deliverable and the CLIENT’s use of the Deliverable, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENTwill not infringe on the copyrights of any third party. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIESThis provision applies to each work of authorship in which copyrights subsist pursuant to 17 U.S.C. Section 102-105 and to each exclusive right established in 17 U.S.C. Section 106. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANTTo the best of the VIRTUAL INSTRUCTION PROVIDER’s knowledge, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATAin furtherance of this provision, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.the VIRTUAL INSTRUCTION PROVIDER warrants that:

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- AS-IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, You agree to indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employeesMontefiore, directorsits trustees, officers, Contractors employees, affiliates and representatives (collectively, "MLS GRID Indemnitees") agents harmless from and against any claims, actions, demands, losses, liabilities, damages, costs and all Damages expenses, including without limitation, reasonable attorney’s fees, arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out your violation of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights these Terms and (ii) Vendor’s or Participant’s breach of this AgreementConditions. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF MONTEFIORE, ITS RESPECTIVE EMPLOYEES, DIRECTORSTRUSTEES, OFFICERS, CONTRACTORS EMPLOYEES, AFFILIATES OR REPRESENTATIVES AGENTS BE RESPONSIBLE OR LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, SPECIALOR OTHER DAMAGES (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST OR UNAVAILABLE DATA, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, BUSINESS INTERRUPTION) ARISING OUT OFOF OR RELATING IN ANY WAY TO THE PLATFORM OR THE PROVISION OF OR FAILURE TO MAKE AVAILABLE THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR RELATED TO THIS AGREEMENT, EVEN IF ANY OTHER LEGAL THEORY AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGES. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDERYOUR SOLE REMEDY FOR DISSATISFACTION WITH THEPLATFORM IS TO STOP USING IT. Montefiore shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond its reasonable control, ARISING OUT OFincluding, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATAwithout limitation, REGARDLESS OF THE FORM OF ACTIONmechanical, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENTelectronic, or communications failure or degradation. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA PLATFORM IS PROVIDED ON AN “AS- AS IS,” AND “AS-AS AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANTBASIS AND WITHOUT REPRESENTATIONS OR WARRANTIES OF ANY KIND, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISEINCLUDING, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT INFRINGEMENT. MONTEFIORE DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPED OR RESULTS TO ERROR FREE, THAT DEFECTS WILL BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, CORRECTED OR THAT THE PROVISION PLATFORM IS FREE OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECUREVIRUSES OR OTHER HARMFUL COMPONENTS. These Terms and Conditions are governed by the laws of the State of New York. The parties irrevocably submit to the exclusive jurisdiction of the federal and state courts located in Westchester County, UNINTERRUPTED OR ERROR FREENew York in respect of all matters and disputes arising hereunder, and waive any defense of lack of personal jurisdiction in that jurisdiction. If any provision of these Terms and Conditions is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms and Conditions, which shall remain in full force and effect.

Indemnification and Limitation of Liability. (a) Participant Indemnification of the Trustee. US Co and Vendor shall, US Co Sub jointly and severally, indemnify, defend severally agree to indemnify and hold harmless MLS GRID and each MLS the Trustee and each of their respective employees, its directors, officers, Contractors employees and representatives agents appointed and acting in accordance with this Agreement (collectively, the "MLS GRID IndemniteesIndemnified Parties") from against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel on a solicitor and his own client basis) which, without fraud, negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Trustee by US Co or US Co Sub pursuant hereto. In no case shall US Co or US Co Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless US Co and all Damages arising out US Co Sub shall be notified by the Trustee of the written assertion of a claim or of any Claims made action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal 24 - 24 - process giving information as to the nature and basis of the claim. Subject to (ii), below, US Co and US Co Sub shall be entitled to participate at their own expense in the defense and, if US Co or US Co Sub so elect at any time after receipt of such notice, either of them may assume the defense of any suit brought against MLS GRID Indemnitees by a third party arising out to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defense thereof but the fees and expenses of or relating to such counsel shall be at the expense of the Trustee unless: (i) a Claim that Vendor’s the employment of such counsel has been authorized by US Co or Participant’s use of US Co Sub, such authorization not to be unreasonably withheld; or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s the named parties to any such suit include both the Trustee and US Co or Participant’s breach of this Agreement. MLS GRID US Co Sub and the Trustee shall (x) promptly give notice have been advised by counsel acceptable to Participant and Vendor of any claim for indemnification under this Agreement (provided US Co or US Co Sub that failure of MLS GRID to notify Vendor there may be one or Participant does not release Vendor or Participant of its obligations hereunder except more legal defenses available to the extent Vendor Trustee that are different from or in addition to those available to US Co or US Co Sub and Participant are materially prejudiced thereby), that an actual or potential conflict exists (y) give Vendor in which case US Co and Participant sole control US Co Sub shall not have the right to assume the defense of such suit on behalf of the defense Trustee but shall be liable to pay the reasonable fees and settlement expenses of counsel for the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseTrustee). (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. 5.1 The Client and the Guarantor (aas hereinafter defined) Participant and Vendor shall, shall jointly and severally, indemnify, severally defend and hold harmless MLS GRID Paysafe against and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against in respect to any and all Damages arising out of claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties and reasonable attorney fees that Paysafe shall incur or suffer, that arise, result from, or relate to any Claims made or brought against MLS GRID Indemnitees by a third party arising out breach of or relating failure by the Client to (i) a Claim that Vendor’s perform any of its representations, warranties, covenants or Participant’s use of agreements in this Agreement or display of the MLS GRID Data infringes in any schedule, supplemental agreement, appendix or misappropriates such third party’s intellectual property rights and (ii) Vendor’s other instrument furnished or Participant’s breach of to be furnished to Client under this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO 5.2 Paysafe’s liability to Client with respect to any Electronic Check Transaction shall not exceed the amount represented by the transaction record in connection with such Electronic Check Transaction, less the applicable fees payable to Paysafe hereunder. 5.3 ALL WARRANTIES EXPRESSED OR IMPLIED INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE OF THE CONTRARYPROCESSING SERVICES OR OF ANY OTHER SOFTWARE, HARDWARE OR SERVICES PROVIDED BY PAYSAFE HEREUNDER ARE HEREBY DISCLAIMED BY PAYSAFE, ITS AFFILIATES, AGENTS AND LICENSORS. IN NO EVENT ADDITION, PAYSAFE, ITS AFFILIATES, AGENTS AND LICENSORS SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES NOT BE LIABLE TO VENDORFOR SPECIAL, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECTINCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, LIQUIDATED OR INCIDENTAL DAMAGES, INCLUDING OTHER INDIRECT OR EXTRA-CONTRACTUAL DAMAGES FOR LOST PROFITS IN ANY WAY CONNECTED WITH OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS USE OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR PROCESSING SERVICES OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATASOFTWARE, INACCURACIES IN THE MLS GRID DATAHARDWARE OR SERVICES PROVIDED BY PAYSAFE HEREUNDER. 5.4 Paysafe shall use commercially reasonable efforts to perform the Processing Services provided however, ANY FAILURE TO UPDATE THE MLS GRID DATAPaysafe, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USEits affiliates, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATAagents or licensors shall not be liable for any loss resulting from the activities of Paysafe's service providers, the Client or the Client's consumers, nor from any erroneous statements or errors in transmission, nor for any loss resulting from any delay, interruption or failure to perform hereunder due to any circumstances beyond Paysafe's reasonable control including, without limitation, acts of god, fire, explosion, earthquake, riot, war, sabotage, accident, embargo, storms, strikes, lockouts, any interruption, failure or defects in Internet, telephone, or other interconnect services or in electronic or mechanical equipment. EXCEPT AS STATED IN SECTION IVPaysafe’s obligations hereunder shall be suspended during any of the foregoing circumstances, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEwhich suspension shall not be a cause for termination of this Agreement by the Client.

Indemnification and Limitation of Liability. (a) Participant Indemnification of the Trustee. Subject to paragraph 8 above, the Vendors, Pubco and Vendor shall, Westcor jointly and severally, indemnify, defend severally agree to indemnify and hold harmless MLS GRID and each MLS and each of their respective the Trustee, its partners, employees, directorsagents, officers, Contractors successors and representatives assigns (collectively, the "MLS GRID IndemniteesIndemnified Parties") from against all claims, losses, damages, costs, penalties, and fines (including reasonable expenses of the legal counsel on a solicitor-and-his-own-client basis) which, without gross negligence or willful misconduct on the part of such Indemnified Party, may be paid, incurred or suffered by the indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Trustee by the Vendors, Pubco or Westcor pursuant hereto. In no case shall either of the Vendors, Pubco or Westcor be liable under this indemnity for any claim against any of the Indemnified Parties unless the Vendors, Pubco and all Damages arising out Westcor shall be notified by the Trustee of the written assertion of a claim or of any Claims made action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii), below, the Vendors, Pubco and Westcor shall be entitled to participate at their own expense in the defence and, if the Vendors, Pubco or Westcor so elect at any time after receipt of such notice, either of them may assume the defence of any suit brought against MLS GRID Indemnitees by a third party arising out to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof but the fees and expenses of or relating to such counsel shall be at the expense of the Trustee unless: (i) a Claim that Vendor’s the employment of such counsel has been authorized by the Vendors, Pubco or Participant’s use of Westcor, such authorization not to be unreasonably withheld; or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s the named parties to any such suit include both the Trustee and at least one of the Vendors, Pubco or Participant’s breach of this Agreement. MLS GRID Westcor and the Trustee shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except have been advised by counsel acceptable to the extent Vendor Vendors, Pubco or Westcor that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Vendors, Pubco or Westcor and Participant are materially prejudiced thereby)that an actual or potential conflict exists (in which case the Vendors, (y) give Vendor Pubco and Participant sole control Westcor shall not have the right to assume the defense of such suit on behalf of the defense Trustee but shall be liable to pay the reasonable fees and settlement expenses of counsel for the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseTrustee). (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant The Sub-Adviser agrees and Vendor shallundertakes to hold harmless, indemnify and protect Great-West Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (including without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (each, a “Loss” and, collectively, the “Losses”) incurred or suffered by Great-West Funds or the Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Great-West Funds or the Adviser deemed to protect Great-West Funds or the Adviser against any liability to which Great-West Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of its obligations or duties under this Agreement or the Advisory Agreement. b) The Adviser agrees and undertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to carry out its obligations hereunder or thereunder), including the activities (or such omissions) of the Adviser’s directors, officers, employees, agents, subsidiaries and affiliates; provided, however, that in no event is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect the Sub-Adviser against any liability to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties under this Agreement. c) Great-West Funds and the Adviser, jointly and severally, indemnify, defend and agree to hold harmless MLS GRID the Sub-Adviser, its directors and officers, and each MLS and each person, if any, who controls the Sub-Adviser within the meaning of their respective employeeseither Section 15 of the Securities Act of 1933, directorsas amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, officers, Contractors and representatives as amended (collectively, "MLS GRID Indemnitees"the “1934 Act”) from and against any and all Damages Losses arising out of or based upon any Claims made untrue statement or brought alleged untrue statement of a material fact contained in the registration statement for Great-West Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Great-West Funds or the Adviser by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d) The Sub-Adviser agrees to indemnify and hold harmless Great-West Funds and the Adviser, their directors and officers, and each person, if any, who controls Great-West Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Great-West Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e) The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against MLS GRID Indemnitees whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f) In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party arising out (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or relating in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (iincluding reasonable attorney’s fees and expenses) a Claim that Vendor’s or Participant’s use of or display incurred by the Indemnified Party in defending such Third Party Assertion between the date of the MLS GRID Data infringes commencement of such Third Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g) So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or misappropriates settle such third party’s intellectual property rights Third Party Assertion without the prior written consent of the Indemnifying Party and (ii) Vendor’s or Participant’s breach will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of this Agreementany such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. MLS GRID shall (x) promptly Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder receive such notice, except to the extent Vendor that (and Participant are only to such extent) the failure to receive notice materially prejudiced thereby)the rights of such party. h) In no event shall any party be liable to any other party for special, (y) give Vendor and Participant sole control consequential, punitive, incidental, exemplary or similar damages or losses regardless of the defense grounds or nature of any claim asserted (including without limitation contract, statute, negligence, tort, strict liability or otherwise) and settlement whether or not the party seeking the indemnification was advised of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consentpossibility of the damage or loss asserted. Nothing in this Section 13 shall be construed in a manner inconsistent with Section 17(i) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseof the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to the management of assets of the Fund other than the Fund Account. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall12.1 Optimer shall defend, jointly and severally, indemnify, defend indemnify and hold harmless MLS GRID Biocon and each MLS its Affiliates and each of their respective employees, directors, officers, Contractors shareholders and representatives agents (collectivelyeach, "MLS GRID Indemnitees"a Biocon Indemnitee) from and harmless against any and all Damages arising out Loss actually incurred by such Biocon Indemnitee to the extent such Loss directly arises from (a) Optimer’s negligence or wilful act or omission in the possession, use, importation, marketing or sale of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to Product, (ib) a Claim that VendorOptimer’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s material breach of this Agreement. MLS GRID shall , or (xc) promptly give notice to Participant and Vendor Optimer’s breach of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor representation or Participant does not release Vendor or Participant of its obligations hereunder warranty set forth in section 11, in each case, except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle Biocon is obligated to indemnify any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseOptimer Indemnitee for such claim or proceeding under section 12.2 below. 12.2 Biocon shall defend, indemnify and hold Optimer and its Affiliates and their respective employees, directors, officers, shareholders and agents (each, an Optimer Indemnitee) harmless against any Loss actually incurred by such Optimer Indemnitee to the extent that such Loss directly arises from (a) Biocon’s negligence or wilful act or omission in the manufacture, storage, labeling or delivery of Product; (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYBiocon’s material breach of this Agreement; or (c) Biocon’s breach of any representation or warranty set forth in section 11, in each case, except to the extent Optimer is obligated to indemnify any Biocon Indemnitee for such claim or proceeding under Section 12.1 above. 12.3 Each indemnified party agrees to give the indemnifying party prompt written notice of any matter upon which such indemnified party intends to base a claim for indemnification (an Indemnity Claim) under this section 12. The indemnifying party shall have the right to participate jointly with the indemnified party in the indemnified party’s defense, settlement or other disposition of any Indemnity Claim. With respect to any Indemnity Claim relating solely to the payment of money damages and which could not result in the indemnified party’s becoming subject to injunctive or other equitable relief or otherwise adversely affect the business of the indemnified party in any manner, and as to which the indemnifying party shall have acknowledged in writing the obligation to indemnify the indemnified party hereunder, the indemnifying party shall have the sole right to defend, settle or otherwise dispose of such Indemnity Claim, on such terms as the indemnifying party, in its sole discretion, shall deem appropriate, provided that the indemnifying party shall provide reasonable evidence of its ability to pay any damages claimed and with respect to any such settlement shall have obtained the written release of the indemnified party from the Indemnity Claim. The indemnifying party shall obtain the written consent of the indemnified party, which shall not be unreasonably withheld, prior to ceasing to defend, settling or otherwise disposing of any Indemnity Claim if as a result thereof the indemnified party would become subject to injunctive or other equitable relief or the business of the indemnified party would be adversely affected in any manner. 12.4 EXCEPT AS PROVIDED IN SECTION 8.7 AND EXCEPT FOR BREACH OF SECTION 13 OR LOSSES ARISING FROM A PARTY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES EITHER PARTY BE LIABLE TO VENDORTHE OTHER FOR ANY LOST PROFITS, PARTICIPANT LOST SAVINGS, OR ANY OTHER PERSONINCIDENTAL, FOR ANY INDIRECT, CONSEQUENTIALSPECIAL, EXEMPLARY, PUNITIVEINDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDERDAMAGES, ARISING OUT OF, OF OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER CONNECTION WITH THIS AGREEMENT. THE PROVISIONS OF FOREGOING NOTWITHSTANDING, NOTHING IN THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER SECTION 12.4 SHALL LIMIT EITHER PARTY’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS AGREEMENT SHALL BE JOINT AND SEVERALSECTION 12. 12.5 Notwithstanding anything contained in any other provision of this Agreement, except as provided in section 8 except for breach of section 13, and except Losses caused by a party’s fraud or fraudulent misrepresentation, each party’s aggregate liability for the entire term of this Agreement to the other party or the other party’s Affiliates and their respective employees, directors, officers, shareholders and agents, for any Loss arising under, in connection with or otherwise in relation to this Agreement shall not exceed [***} prior to the time that Biocon has sold to Optimer at least [***] of Product in any 12 month period and shall not exceed [***] after the time Biocon has sold to Optimer at least [***] of Product in any 12 month period. The foregoing notwithstanding, nothing in this section 12.5 shall limit either party’s indemnification obligations set forth in this section 12 with respect to bodily injury (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEincluding death).

Indemnification and Limitation of Liability. (a) Participant RELATRIX and Vendor shall, jointly and severally, our business partners will indemnify, defend and hold you harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out claims, legal actions, losses of any Claims made or brought against MLS GRID Indemnitees by a third party nature whatsoever including legal fees, and other expenses arising out of or relating to in connection with any claims that the Software (i) a Claim that Vendor’s or Participant’s use of or display of as used within the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach scope of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor infringes or violates any intellectual property right of any claim for indemnification under this Agreement third party (provided “Claim'') on the condition that failure you notify us promptly of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor any such Claim and Participant are materially prejudiced thereby), (y) give Vendor and Participant gives us sole control of the defense and negotiations for its settlement or compromise. If a final judgment prohibits you from continued use of the Claim against MLS GRID Service by reason of a Claim, or if at any time we are of the opinion that any Software is likely to become the subject of a Claim, we will use our best commercial efforts to (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consenta) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingobtain for you the right to use the Software, at Vendor’s and Participant’s expense. or (b) NOTWITHSTANDING ANYTHING HEREIN replace or modify such Software so that it is no longer subject to a Claim, but performs the same functions in an equivalent manner. THIS SECTION STATES THE ENTIRE RESPONSIBILITY OF RELATRIX CONCERNING CLAIMS. RELATRIX CORPORATION'S TOTAL LIABILITY WITH RESPECT TO THE CONTRARYSUBJECT MATTER OF THIS SERVICE AGREEMENT (INCLUDING, BUT NOT LIMITED TO, LIABILITY ARISING OUT OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE), WILL BE LIMITED TO THE FEES PAID BY YOU TO RELATRIX CORPORATION FOR THE SERVICE UNDER THIS SERVICE AGREEMENT IN NO EVENT THE 12 MONTHS PRIOR TO THE ACT OF INJURY THAT GAVE RISE TO THE LIABILITY. RELATRIX CORPORATION AND ITS LICENSORS SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES NOT BE LIABLE TO VENDORIN ANY EVENT FOR LOSS OR INACCURACY OF DATA, PARTICIPANT LOSS OF PROFITS OR ANY OTHER PERSONREVENUE, FOR ANY OR INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL OR INCIDENTAL CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS WITHOUT LIMITATION, WHETHER OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, NOT FORESEEABLE AND EVEN IF RELATRIX CORPORATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALDAMAGES. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shallCENTRALSQUARE SHALL INDEMNIFY, jointly and severallyDEFEND AND HOLD HARMLESS CUSTOMER FROM ANY AND ALL CLAIMS, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID LAWSUITS OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGESLIABILITY, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATAATTORNEYS' FEES AND COSTS, UNDER, ALLEGEDLY ARISING OUT OF, IN CONNECTION WITH, OR RELATED INCIDENT TO ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY OR ARISING FROM A WRONGFUL OR NEGLIGENT ACT, ERROR OR OMISSION OF CENTRALSQUARE, ITS EMPLOYEES, AGENTS, CONTRACTORS, OR ANY SUBCONTRACTOR AS A RESULT OF CENTRALSQUARE’S OR ANY SUBCONTRACTOR’S PERFORMANCE PURSUANT TO THIS AGREEMENT; HOWEVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID CENTRALSQUARE SHALL NOT BE LIABLE REQUIRED TO PARTICIPANT, VENDOR OR ANY OTHER PERSON INDEMNIFY CUSTOMER FOR ANY CLAIM ARISING FROM CLAIMS OR ACTIONS CAUSED TO THE CONTENT EXTENT OF THE MLS GRID DATANEGLIGENCE OR WRONGFUL ACT OF CUSTOMER, INACCURACIES ITS EMPLOYEES, AGENTS, OR CONTRACTORS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE MLS GRID DATAFOREGOING, ANY FAILURE IF A CLAIM, LAWSUIT OR LIABILITY RESULTS FROM OR IS CONTRIBUTED TO UPDATE BY THE MLS GRID DATAACTIONS OR OMISSIONS OF CUSTOMER, OR ITS EMPLOYEES, AGENTS OR CONTRACTORS, CENTRALSQUARE’S OBLIGATIONS UNDER THIS PROVISION SHALL BE REDUCED TO THE EXTENT OF SUCH ACTIONS OR OMISSIONS BASED UPON THE PRINCIPLE OF COMPARATIVE FAULT. NOTWITHSTANDING THE FOREGOING, THE MLS GRID DATA’S INADEQUACY AGGREGATE LIABILITY OF CENTRALSQUARE FOR ANY PARTICULAR USEREASON AND UPON ANY CAUSE OF ACTION OF CLAIM, OR PARTICIPANTINCLUDING, WITHOUT LIMITATION, CENTRALSQUARE’S OR VENDOR’S USE OF OR INABILITY OBLIGATION TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS INDEMNIFY AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED HOLD HARMLESS UNDER THIS AGREEMENT, OR THAT SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED (I) THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.CONTRACT PRICE; OR

Indemnification and Limitation of Liability. A. Reseller shall indemnify and hold Trans Union harmless from any and all claims, losses and damages, liability, and costs, including attorney's fees, against, or incurred by, Trans Union to the extent such claims, damages, liability and costs result directly or indirectly from either or both of the following: (a) Participant and Vendor shall, jointly and severally, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of Consumer Reports; or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (iib) Vendor’s or Participant’s Reseller's breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification its obligations under this Agreement (including, but not limited to, any breach which results in the non-permissible use of the Consumer Reports provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced therebyReseller, Customer(s), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingor both, at Vendor’s and Participant’s expenseunder this Agreement. (b) NOTWITHSTANDING ANYTHING HEREIN B. IN NO EVENT SHALL TRANS UNION BE LIABLE TO THE CONTRARYRESELLER IN ANY MANNER WHATSOEVER FOR ANY LOSS OR INJURY TO RESELLER RESULTING FROM TRANS UNION'S OBTAINING OR FURNISHING OF CONSUMER REPORTS. MOREOVER, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES EITHER PARTY BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, PUNITIVEINDIRECT, SPECIAL, OR INCIDENTAL DAMAGESPUNITIVE DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING DAMAGES FOR BUT NOT LIMITED TO LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OF DATAOR DAMAGE IS BASED IN CONTRACT, UNDERWARRANTY, ARISING OUT OFTORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR RELATED TO THIS AGREEMENTOTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGES. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. C. THE TERM FOREGOING NOTWITHSTANDING, WITH RESPECT TO RESELLER, IN NO EVENT SHALL THE AFORESTATED LIMITATIONS OF LIABILITY, SET FORTH ABOVE IN PARAGRAPH B OF THIS AGREEMENT UNDERSECTION IV, ARISING OUT OFAPPLY TO DAMAGES INCURRED BY TRANS UNION AS A RESULT OF GOVERNMENTAL, REGULATORY OR JUDICIAL ACTION(S) PERTAINING TO VIOLATIONS OF THE FCRA, OTHER LAWS, REGULATIONS, OR RELATED TO THIS AGREEMENT JUDICIAL ACTIONS, OR THE MLS GRID DATA, REGARDLESS ANY COMBINATION OF THE FORM OF ACTIONFOREGOING, WILL BE LIMITED TO THE AMOUNT EXTENT SUCH DAMAGES RESULT FROM RESELLER'S BREACH, DIRECTLY OR INDIRECTLY, OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID ITS OBLIGATIONS UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, Contractor agrees to indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") Client from and against any and all Damages claims, actions, damages, and liabilities (excluding, without limitation, attorneys' fees, costs and expenses) arising (i) through Contractor's gross negligence; (ii) out of any Claims made claim that the materials or brought against MLS GRID Indemnitees deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third Party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Contractor's representations, warranties or agreements herein. Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees) arising in any manner caused by a third party arising out of or relating to Client's (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and gross negligence; (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor out of any claim for indemnification under this Agreement that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third Party, including but not limited to patent, copyright and trade secret rights; or (provided that failure iii) from a breach or alleged breach of MLS GRID to notify Vendor any of Client's representations, warranties or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN agreements herein. TO THE CONTRARYMAXIMUM EXTENT ALLOWABLE BY LAW, IN NO EVENT CONTRACTOR SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES NOT BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, THE CLIENT FOR ANY INDIRECTINCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVEINDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS OR PROFIT, LOSS OF DATA, UNDER, BUSINESS OR THE LIKE) ARISING OUT OF, OF OR RELATED RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, CONTRACTOR'S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM CAUSE OF ACTION, WILL BE LIMITED WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE AMOUNT OF FEES MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR'S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR CLIENT TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID CONTRACTOR UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIESThis Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of Contractor's primary business location (the "Contractor's Jurisdiction"), without regard to the conflicts of law provisions thereof. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALFor all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Contractor's Jurisdiction. The failure of either Party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. 8.1 Indemnification of the Trustee (a) Participant Rockford, Callco and Vendor shall, Subco jointly and severally, indemnify, defend severally agree to indemnify and hold harmless MLS GRID and each MLS the Trustee and each of their respective employees, directors, officers, Contractors its agents appointed and representatives acting in accordance with this Agreement (collectively, "MLS GRID Indemnitees"the “Indemnified Parties”) from against all claims, losses, damages, reasonable costs, penalties, fines and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to reasonable expenses (i) a Claim that Vendor’s or Participant’s use of or display including reasonable expenses of the MLS GRID Data infringes Trustee’s legal counsel) which, without bad faith, fraud, gross negligence, recklessness or misappropriates wilful misconduct on the part of such third partyIndemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s intellectual property rights and (ii) Vendor’s acceptance or Participant’s breach administration of the Trust, its compliance with its duties set forth in this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of , or any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor written or Participant does not release Vendor or Participant of its obligations hereunder except oral instruction delivered to the extent Vendor and Participant are materially prejudiced thereby)Trustee by Rockford, (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseCallco or Subco pursuant hereto. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYThe Trustee shall promptly notify Rockford, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEESCallco and Subco of a claim or of any action commenced against any Indemnified Parties promptly after the Trustee or any of the Indemnified Parties shall have received written assertion of such a claim or action or have been served with a summons or other first legal process giving information as to the nature and basis of the claim or action; provided, DIRECTORShowever, OFFICERSthat the omission to so notify Rockford, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDORCallco or Subco shall not relieve Rockford, PARTICIPANT OR ANY OTHER PERSONCallco or Subco of any liability which any of them may have to any Indemnified Party except to the extent that any such delay prejudices the defence of any such claim or action or results in any increase in the liability which Rockford, FOR ANY INDIRECTCallco or Subco have under this indemnity. Subject to (ii) below, CONSEQUENTIALRockford, EXEMPLARYCallco and Subco shall be entitled to participate at their own expense in the defence and, PUNITIVEif Rockford, SPECIALCallco and Subco so elect at any time after receipt of such notice, OR INCIDENTAL DAMAGESeither of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATAbut the fees and expenses of such counsel shall be at the expense of the Trustee unless (i) the employment of such counsel has been authorized by Rockford, UNDERCallco or Subco or (ii) the named parties to any such suit include both the Trustee and Rockford, ARISING OUT OFCallco or Subco and the Trustee shall have been advised by counsel acceptable to Rockford, OR RELATED TO THIS AGREEMENTCallco and Subco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to Rockford, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLECallco or Subco and that, in the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Rockford, Callco and Subco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALThis indemnity shall survive the termination of the Trust and the resignation or removal of the Trustee. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant 8.1 Indemnification of the Trustee Marathon, CallCo and Vendor shall, AcquisitionCo jointly and severally, indemnify, defend severally agree to indemnify and hold harmless MLS GRID and each MLS the Trustee and each of their respective employees, its directors, officers, Contractors employees, shareholders and representatives agents appointed and acting in accordance with this Agreement (collectively, "MLS GRID Indemnitees"the “Indemnified Parties”) from and against in respect of: (a) any liability and all Damages arising out costs, charges and expenses sustained or incurred in respect of any Claims made action, suit or brought proceeding that is proposed or commenced against MLS GRID Indemnitees by a third party arising out the Trustee or against such directors, officers, employees, shareholders or agents, as the case may be, for or in respect of any act, omission or relating to (i) a Claim that Vendor’s or Participant’s use of or display error in respect of the MLS GRID Data infringes Trustee’s acceptance or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control administration of the defense Trust and settlement the Trustee’s execution of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) all duties and (z) give Vendor responsibilities and Participant exercise of all assistance reasonably requested by Vendor powers and Participant in writing, at Vendor’s and Participant’s expense.authorities pertaining thereto; (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYall other costs, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEEScharges, DIRECTORStaxes, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL.penalties and interest in respect of unpaid taxes; and (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASISall other expenses and liabilities sustained or incurred by the Trustee in respect of the administration or termination of the Trust, unless any of the foregoing arise out of the gross negligence, wilful misconduct or fraud of the Trustee or any of its directors, officers, employees, shareholders or agents, in which case the provisions of this Section 8.1 shall not apply. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANTMarathon, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATACallCo and AcquisitionCo shall be notified by the Trustee of the written assertion of a claim or of any action commenced against any of the Indemnified Parties, INACCURACIES IN THE MLS GRID DATApromptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim, ANY FAILURE TO UPDATE THE MLS GRID DATAprovided that the omission to so notify Marathon, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USECallCo and AcquisitionCo shall not relieve Marathon, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATACallCo and AcquisitionCo of any liability which any of them may have to any Indemnified Party except and only to the extent that any such delay in or failure to give notice as herein required prejudices the defence of such claim or action or results in any increase in the liability which Marathon, CallCo and AcquisitionCo have under this indemnity. EXCEPT AS STATED IN SECTION IVSubject to subparagraph (ii) below, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIESMarathon, EXPRESS OR IMPLIEDCallCo and AcquisitionCo shall be entitled to participate at their own expense in the defense and, STATUTORY OR OTHERWISEif Marathon, INCLUDING THE MERCHANTABILITYCallCo and AcquisitionCo so elect at any time after receipt of such notice, SUITABILITYany of them may assume the defense of any suit brought to enforce any such claim in which case, TITLEthe Trustee shall have the right to employ separate counsel in any such suit and participate in the defense thereof, ORIGINALITYbut the fees and expenses of such counsel shall be at the expense of the Trustee unless: (i) the employment of such counsel has been authorized in writing by Marathon, SATISFACTORY QUALITYCallCo and AcquisitionCo; or (ii) the named parties to any such suit include both the Trustee and Marathon, OR FITNESS FOR A PARTICULAR USE OR PURPOSECallCo or AcquisitionCo and the Trustee shall have been advised by counsel acceptable to Marathon, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTCallCo or AcquisitionCo that there may be one or more legal defenses available to the Trustee that are different from or in addition to those available to Marathon, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURECallCo or AcquisitionCo and that, UNINTERRUPTED OR ERROR FREEin the judgment of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case Marathon, CallCo and AcquisitionCo shall not have the right to assume the defense of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). This indemnity shall survive the termination of this Agreement and the resignation or removal of the Trustee.

Indemnification and Limitation of Liability. (a) Participant In addition to the indemnifications and Vendor shalllimitations on liability contained in the Deposit Agreement and Disclosures, jointly and severallyyou agree to defend, indemnify, defend indemnify and hold harmless MLS GRID and each MLS and each of their respective employeesus, directors, our officers, Contractors affiliates, employees and representatives (collectively, "MLS GRID Indemnitees") agents harmless from and against any and all Damages claims, demands, liabilities, damages, losses, costs and expenses (including attorney’s fees and expenses of litigation) arising out directly or indirectly from your failure to comply with the terms of this Agreement or from your breach of any Claims made representation or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreementwarranty contained herein. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby)YOU AGREE THAT THE BANK SHALL NOT BE LIABLE FOR ANY DAMAGES OTHER THAN THOSE CAUSED SOLELY AND DIRECTLY BY ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, AND ITS LIABILITY SHALL IN NO EVENT EXCEED THE LESSER OF YOUR ACTUAL DAMAGES OR THE TOTAL IN FEES YOU PAID FOR THE USE OF THE SERVICE DURING THE SIX MONTH PERIOD PRIOR TO THE SUPPOSED ACT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. YOU AGREE THAT THE BANK SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES NOT BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INCIDENTAL PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST LOSS OF PROFITS OR REVENUE, LOSS OF DATA, UNDERINTERRUPTED ACCESS, OR INTERRUPTION OF BUSINESS IN ANY WAY ARISING OUT OF, OR RELATED TO OF THIS AGREEMENT, EVEN IF REGARDLESS OF THE FORM OR THEORY OF RECOVERY, OR ITS TERMINATION, AND IRRESPECTIVE OF WHETHER OR NOT THE BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALDAMAGE. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend ITUNES will indemnify and hold harmless MLS GRID harmless, and each MLS upon COMPANY’S request, defend, COMPANY and each of its affiliates (and their respective employees, directors, officers, Contractors officers and representatives (collectively, "MLS GRID Indemnitees"employees) from and against any and all Damages losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) arising out of any Claims made or brought against MLS GRID Indemnitees a claim by a third party arising out of or relating to by reason of: (i) a Claim that Vendor’s or Participant’s any use of or display by ITUNES of the MLS GRID Data infringes COMPANY Content or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s Artwork in breach of this Agreement. MLS GRID shall ; (xii) promptly give notice to Participant and Vendor a breach of any warranty, representation, covenant or obligation of ITUNES under this Agreement; or (iii) any claim that the technology used by ITUNES in the Fulfillment Activities infringes the intellectual property rights of another party. ITUNES will reimburse COMPANY and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnification under this Agreement (Section 15, provided that failure COMPANY obtains ITUNES’ written consent prior to making such payments. COMPANY shall promptly notify ITUNES of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor any such claim, and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole ITUNES may assume control of the defense and or settlement of such claim. COMPANY shall have the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingright, at Vendor’s and Participant’s its expense, to participate in the defense thereof under ITUNES’ direction. (b) NOTWITHSTANDING ANYTHING HEREIN COMPANY will indemnify and hold harmless, and upon ITUNES’ request, defend, ITUNES and its affiliates and contractors (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) arising out of a claim by a third party by reason of: (i) a breach of any warranty, representation, covenant or obligation of COMPANY under this Agreement; or (ii) excluding the rights that ITUNES is responsible for under Section 4(b)(ii) (if applicable), any claim that any COMPANY Content, Artwork, metadata or any other materials provided or authorized by or on behalf of COMPANY hereunder or ITUNES’ use thereof violates or infringes the rights of another party. COMPANY will reimburse ITUNES and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnification under this Section 15, provided that ITUNES obtains COMPANY’s written consent prior to making such payments. ITUNES shall promptly notify COMPANY of any such claim, and COMPANY may assume control of the defense or settlement of such claim. ITUNES shall have the right, at its expense, to participate in the defense thereof under COMPANY’s direction. (c) EXCEPT PURSUANT TO THE CONTRARYAN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES EITHER PARTY BE LIABLE TO VENDOR, PARTICIPANT OR ANY THE OTHER PERSON, PARTY FOR ANY INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOST LOSS OF PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENTPUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALTHEIR POSSIBILITY. (cd) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR NO WARRANTY OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIESTERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING AS TO THE MERCHANTABILITYCONDITION, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT PURPOSE OF THE MLS GRID DATA ONLINE STORE, THE SECURITY SOLUTION, OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTELEMENTS OF THE FOREGOING IS GIVEN TO, OR THAT THE PROVISION OF THE MLS GRID DATA SHOULD BE ASSUMED BY, COMPANY, AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, Contractor agrees to indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") Client from and against any and all Damages claims, actions, damages, and liabilities (excluding, without limitation, attorneys’ fees, costs and expenses) arising (i) through Contractor’s gross negligence ; (ii) out of any Claims made claim that the materials or brought against MLS GRID Indemnitees deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of Contractor’s representations, warranties or agreements herein. Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by a third party arising out of or relating to Client’s (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and gross negligence; (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor out of any claim for indemnification under this Agreement that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (provided that failure iii) from a breach or alleged breach of MLS GRID to notify Vendor any of Client’s representations, warranties or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN agreements herein. TO THE CONTRARYMAXIMUM EXTENT ALLOWABLE BY LAW, IN NO EVENT CONTRACTOR SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES NOT BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, THE CLIENT FOR ANY INDIRECTINCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVEINDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS OR PROFIT, LOSS OF DATA, UNDER, BUSINESS OR THE LIKE) ARISING OUT OF, OF OR RELATED RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM CAUSE OF ACTION, WILL BE LIMITED WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE AMOUNT OF FEES MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR CLIENT TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID CONTRACTOR UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant 11.1 Xxxxxxxxxx and Vendor shall, jointly and severally, Quest Diagnostics shall indemnify, defend and hold save the other harmless MLS GRID and each MLS and each of their (including the respective Affiliates, employees, directors, officers, Contractors officers and representatives (collectively, "MLS GRID Indemnitees"directors of each Party) from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by losses, claims, suits, damages, liabilities and expenses (including without 11.2 Any Party with a third party arising out of or relating to Third Party claim (i“Third Party Claim”) a Claim that Vendor’s or Participant’s use of or display for which it seeks indemnity (the “Indemnitee”) shall promptly notify the alleged “Indemnitor” (including multiple Indemnitors) of the MLS GRID Data infringes or misappropriates existence of such third partya claim (“Claim Notice”), however, any delay in giving the Claim Notice shall not prejudice the Indemnitee’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor such delay materially prejudices any defense or other right with respect to the defense of the underlying claim. The Indemnitor shall respond to the Claim Notice in writing within 15 days and Participant are materially prejudiced thereby)specify whether the Indemnitor will take over the defense of the underlying claim and whether it will indemnify the Indemnitee from any liability arising from the Third Party Claim. The Parties shall use commercially reasonable efforts to agree on the choice of counsel for any Third Party Claim. The Parties shall agree on settlement terms for any Third Party Claim, such agreement not to be unreasonably withheld or delayed. If the Indemnitor unconditionally agrees to defend and indemnify the Indemnitee, the Indemnitor shall have the sole power to direct the defense at its expense except as follows: (i) where the Third Party Claim involves criminal liability on the part of the Indemnitee or its employees, (yii) give Vendor and Participant sole control the Third Party Claim includes injunctive relief against the Indemnitee, (iii) the Indemnitee determines the Indemnitor does not have the financial strength to adequately protect the Indemnitee, or (iv) the Indemnitor is not defending the Third Party Claim in good faith. If the Indemnitor assumes the Indemnitee’s defense, the Indemnitee may participate in the defense through its own counsel at its own cost. If the Indemnitee does not cooperate in the defense of the defense and Third Party Claim or refuses to enter into a reasonable settlement of the Third Party Claim, the Indemnitor may withdraw its defense of the Indemnitee subject to the Indemnitee’s right to collect the fees and costs incurred as a result of such withdrawal, if it later establishes its cooperation in the defense of the Third Party Claim against MLS GRID (except or that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingthe proposed settlement was not reasonable for the Indemnitee, at Vendor’s and Participant’s expenseas applicable. (b) NOTWITHSTANDING ANYTHING HEREIN 11.3 The amount of each Party’s liability for Third Party indemnity claims is limited to $3,000,000. 11.4 EACH PARTY AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES SPECIFICALLY DISCLAIMS ALL LIABILITY FOR AND WILL IN NO EVENT BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST SAVINGS, INTERRUPTIONS OF BUSINESS OR PUNITIVE DAMAGES OF ANY KIND OR CHARACTER WHATSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR RESULTING FROM THE CONTRARYDEVELOPMENT, PROVIDING, MANUFACTURE, HANDLING, MARKETING, SALE DISTRIBUTION OR USE OF TESTS OR TEST KITS. 11.5 IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, QUEST DIAGNOSTICS’ TOTAL AGGREGATE LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ALL CLAIMS ARISING OUT OF, OF OR RELATED TO THIS AGREEMENT 11.6 IN NO EVENT SHALL XXXXXXXXXX’X TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE GREATER OF (i) $1,000,000 AND (ii) AMOUNTS PAID BY XXXXXXXXXX TO QUEST DIAGNOSTICS PURSUANT TO THIS AGREEMENT AFTER THE EFFECTIVE DATE AND DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. 11.7 NO ACTION REGARDLESS OF FORM, ARISING OUT OF OR RELATED TO BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT UNDER THIS AGREEMENT MAY BE BROUGHT BY EITHER PARTY MORE THAN TWO (2) YEARS AFTER SUCH PARTY HAS KNOWLEDGE OF THE OCCURRENCE THAT GAVE RISE TO THE CAUSE OF SUCH ACTION. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER NOTWITHSTANDING THE TERM FAILURE OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS ANY REMEDY OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALITS ESSENTIAL PURPOSE. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend Accountholder shall indemnify and hold TreviPay harmless MLS GRID against all losses, damages, costs, expenses (including legal fees), and each MLS and each liability, including any third-party claims, which may result from: (i) the proper performance of their respective employeesTreviPay’s obligations hereunder; (ii) any negligent or wrongful act or omission of Accountholder, its directors, officers, Contractors agents, employees, and representatives subcontractors; or (collectively, "MLS GRID Indemnitees"iii) from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees breach by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display the Accountholder of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach terms of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of Agreement or if any claim for indemnification representation or warranty made by the Accountholder in connection with or under this Agreement (provided that failure of MLS GRID shall prove to notify Vendor have been incorrect when made or Participant does not release Vendor or Participant of its obligations hereunder except deemed to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, have been made. IN NO EVENT SHALL MLS GRID TREVIPAY OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS AFFILIATES OR REPRESENTATIVES SUBSIDIARIES BE LIABLE TO VENDORACCOUNTHOLDER OR ANY THIRD PARTY FOR ANY CONSEQUENTIAL, PARTICIPANT SPECIAL, INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE, OR HAVE ANY LIABILITY AS A RESULT OF ANY DATA BREACH, IP INFRINGEMENT OR BREACH OF CONFIDENTIALITY OBLIGATIONS BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, IN CONNECTION WITH THE PURCHASE PROGRAM OR THROUGH THE E-COMMERCE SITE OR ANY OF THE CHANNELS, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES’ OR AFFILIATES FAILURE TO PROPERLY AND SECURELY STORE ACCOUNTHOLDER’S INFORMATION OR PROPERLY TRANSMIT ACCOUNTHOLDER’S INFORMATION TO TREVIPAY FROM TIME TO TIME, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, OR ANY OTHER PERSONTHIRD PARTY’S FAILURE TO CORRECTLY INVOICE OR CHARGE TAX OR VAT, GST, OR HST FOR ANY INDIRECTTRANSACTIONS MADE THROUGH THE PURCHASE PROGRAM. IN ADDITION, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIALUNDER NO CIRCUMSTANCES SHALL TREVIPAY HAVE ANY LIABILITY TO ACCOUNTHOLDER IN CONNECTION WITH ANY BREACH BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OF ANY CONTRACT TERMS WITH ACCOUNTHOLDER ON THE E-COMMERCE SITE OR ANY OF THE CHANNELS OR ELSEWHERE. ACCOUNTHOLDER ACKNOWLEDGES THAT EMAIL IS NOT A SECURE FORM OF TRANSMISSION AND THAT IT MAY POTENTIALLY BE INTERCEPTED OR OTHERWISE OBTAINED BY PERSONS OTHER THAN THE INTENDED RECIPIENT AND WAIVES ALL RIGHTS AND REMEDIES PERTAINING TO THE COMPROMISE OF ANY ELECTRONIC COMMUNICATION BETWEEN TREVIPAY AND MERCHANT, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS ANY OF ITS SUBSIDIARIES OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF AFFILIATES IN CONNECTION WITH THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEPURCHASE PROGRAM. MLS GRIDACCOUNTHOLDER ACKNOWLEDGES AND AGREES THAT TREVIPAY’S AGGREGATE AND TOTAL ENTIRE LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES LIMITED TO THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT LESSER OF THE MLS GRID DATA, INACCURACIES AMOUNTS RECEIVED FROM ACCOUNTHOLDER IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, PAST 12 MONTHS OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE$10,000.

Indemnification and Limitation of Liability. (a) Participant 10.1 During the Term and Vendor shall2 years thereafter, jointly and severally, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and ZEISS will indemnify Customer against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a judgments on third party claims (“Judgments”) arising from bodily injury, death, or damage to real property to the extent such Judgment(s) are caused by or based on the strict products liability or gross negligence of, ZEISS. 10.2 ZEISS WILL NOT BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF: USE, REVENUE, BUSINESS OPPORTUNITY, PROFIT(S), PROSPECTIVE PROFIT(S), LOSS OF DATA, VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, NONPERFORMANCE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ZEISS’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT EXCEED A TOTAL OF EUR 1,000. 10.3 All rights, claims and remedies for damages and compensation arising out of or relating to these Terms, whether in contract, tort or otherwise, must be brought within two (i2) a Claim that Vendor’s years from the date on which the event or Participant’s use breach giving rise to the claim occurred. Any claims not brought within this period shall be deemed waived and forever barred, regardless of or display whether the party was aware of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights occurrence at the time in occurred. 10.4 All limitations and (ii) Vendor’s or Participant’s breach exclusions of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim liability provided for indemnification under in this Agreement (provided that failure shall also apply in favour of MLS GRID to notify Vendor or Participant does not release Vendor or Participant the companies affiliated with ZEISS within the meaning of Sections 15 et seq. AktG, directors, employees, representatives, business partners, subcontractors and other persons employed by ZEISS in the fulfilment of the obligations, as well as for their affiliated companies within the meaning of Sections 15 et seq. AktG, directors, employees, representatives, business partners, subcontractors and other persons employed by ZEISS in the fulfilment of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseobligations. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. a. Agency and Advertiser hereby represent and warrant: (ai) Participant they are free to enter into and Vendor shallperform their obligations under the Agreement; (ii) the Material complies with all applicable laws and does not and will not violate or infringe the intellectual property rights, rights of privacy or publicity, or any other rights of any person or entity and does not and will not defame, libel or slander any person or entity, (iii) Agency and Advertiser have the right to grant to WTVQ the rights set forth in the Agreement, and (iv) there are not now and in the future there shall not be any claims, liens, encumbrances or rights that attach to or otherwise interfere with the use or telecast of the Material by WTVQ in accordance with this Agreement. Agency and Advertiser agree jointly and severallyseverally to hold and save harmless WTVQ, indemnifyits officers, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officersagents, Contractors related corporations, affiliates, networks, successors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to assigns against: (i) a Claim that Vendor’s any breach by Agency or ParticipantAdvertiser of this Agreement, including but not limited to, the aforementioned representations or warranties; (ii) any liability resulting from the telecast or other use of Material except musical compositions licensed as stated below. The term liability includes all losses, costs, damages, claims (whether founded or unfounded or are successful or unsuccessful), settlements, judgments or expenses, including reasonable attorneys’ fees. WTVQ agrees to hold and save Agency and Advertiser harmless against all liability resulting from WTVQ’s use of programs not furnished by Agency or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseAdvertiser. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. b. EXCEPT AS STATED IN SECTION IVSPECIFICALLY SET FORTH HEREIN, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WTVQ MAKES NO WARRANTIES, EXPRESS OR IMPLIED, STATUTORY AS TO ANY PRODUCT OR OTHERWISESERVICE PROVIDED HEREUNDER, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE PURPOSE. AS A MATERIAL INDUCEMENT FOR WTVQ TO PROVIDE THE SERVICES AT THE RATES AND CHARGES STATED HEREIN, AGENCY AND ADVERTISER AGREE THAT, IN NO EVENT, SHALL WTVQ BE LIABLE FOR: (A) ANY LOSS, EXPENSE OR PURPOSEDAMAGE ASSOCIATED WITH AGENCY, NON-INFRINGEMENT ADVERTISER OR RESULTS A THIRD PARTY’S LOSS OF REVENUE, PROFITS, SAVINGS, BUSINESS OR GOODWILL; OR (B) ANY INDIRECT, EXEMPLARY, PROXIMATE, CONSEQUENTIAL OR INCIDENTAL DAMAGES AND EXPENSES OF ANY NATURE RELATING TO THIS AGREEMENT OR THE TELECAST SERVICES. ADVERTISER AND AGENCY’S SOLE AND EXCLUSIVE REMEDY IN THE CASE OF A BREACH OF THIS AGREEMENT BY WTVQ SHALL BE DERIVED FROM THE USE OF OR RECEIPT LIMITED TO A REFUND OF THE MLS GRID DATA PRICE PAID FOR THOSE SERVICES NOT PROVIDED IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT AS A RESULT OF WTVQ’S BREACH. THIS SECTION 11 SHALL SURVIVE EXPIRATION OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION EARLIER TERMINATION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREETHEAGREEMENT.

Indemnification and Limitation of Liability. (a) Participant Client and Vendor shallCompany mutually agree to take all necessary precautions to prevent injury to any persons or damage to property during the Term of this Agreement, jointly and severally, indemnify, defend Client shall indemnify and hold harmless MLS GRID and each MLS and each of their respective employeesCompany, its officers, directors, officersshareholders, Contractors and employees, representatives (collectivelyand/or agents from any claim, "MLS GRID Indemnitees") liability, loss, cost, damage, judgment, settlement, costs or expenses resulting from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to Client's (i) a Claim that Vendor’s negligence or Participant’s use willful misconduct in performance of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and its obligations under this Agreement, (ii) Vendor’s or Participant’s breach of its confidentiality or data security obligations under this Agreement, or (iii) failure to comply with the applicable laws and standards set forth in this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby)UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR ITS AFFILIATES, (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS THEIR RESPECTIVE EMPLOYEESOFFICERS, DIRECTORS, OFFICERSEMPLOYEES, CONTRACTORS OR REPRESENTATIVES AGENTS, BE LIABLE TO VENDORTHE OTHER PARTY OR ITS AFFILIATES, PARTICIPANT WHETHER IN CONTRACT OR IN TORT OR UNDER ANY OTHER PERSONLEGAL THEORY (INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY AND NEGLIGENCE) WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR ANY INDIRECT(I) DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, OR EQUIPMENT DOWNTIME, OR (II) CONSEQUENTIAL, EXEMPLARY, PUNITIVEINDIRECT, SPECIALINCIDENTAL, SPECIAL OR INCIDENTAL PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGES. MLS GRID’S AGGREGATE AND TOTAL EACH PARTY'S LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO CONNECTED WITH THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL SHALL BE LIMITED TO THE AMOUNT OF FEES PAID ACTUAL DIRECT DAMAGES INCURRED BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL OTHER PARTY; PROVIDED, HOWEVER, EACH PARTY'S TOTAL CUMULATIVE LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL NOT EXCEED TWO (2) TIMES THE AMOUNT PAID OR PAYABLE BY CLIENT TO COMPANY UNDER THIS AGREEMENT DURING THE PRECEDING TWELVE (12) MONTHS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS AMOUNT. UNLESS OTHERWISE PROVIDED FOR BY LAW, NO ACTION ARISING UNDER THIS AGREEMENT (OTHER THAN WITH RESPECT TO PAYMENTS HEREUNDER) MAY BE JOINT AND SEVERAL. BROUGHT MORE THAN TWO (c2) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES YEARS AFTER (I) THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANTCONCLUSION OF SERVICES UNDER THE APPLICABLE STATEMENT OR WORK, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM (II) THE CONTENT CLAIMANT PARTY'S ACTUAL KNOWLEDGE OF THE MLS GRID DATAEVENT GIVING RISE TO SUCH CAUSE OF ACTION, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEWHICHEVER IS LATER.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, Contractor agrees to indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") client from and against any and all Damages claims, actions, damages, and liabilities (excluding, without limitation, legal fees, costs and expenses) arising (i) through contractor’s gross negligence ; (ii) out of any Claims made claim that the materials or brought against MLS GRID Indemnitees deliverables, or any portion thereof, in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (iii) from a breach or alleged breach of any of contractor’s representations, warranties or agreements herein. Client agrees to indemnify, defend and hold harmless Contractor from any and all claims, actions, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees) arising in any manner caused by a third party arising out of or relating to Client’s (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and gross negligence; (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor out of any claim for indemnification under this Agreement that Client provided content, or any portion thereof in fact infringes upon or violate any proprietary rights of any third party, including but not limited to patent, copyright and trade secret rights; or (provided that failure iii) from a breach or alleged breach of MLS GRID to notify Vendor any of Client’s representations, warranties or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN agreements herein. TO THE CONTRARYMAXIMUM EXTENT ALLOWABLE BY LAW, IN NO EVENT CONTRACTOR SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES NOT BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, THE CLIENT FOR ANY INDIRECTINCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVEINDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS OR PROFIT, LOSS OF DATA, UNDER, BUSINESS OR THE LIKE) ARISING OUT OF, OF OR RELATED RELATING TO THIS ATTACHMENT B OR THIS AGREEMENT, CONTRACTOR’S PERFORMANCE HEREUNDER OR DISRUPTION OF ANY OF THE FOREGOING, EVEN IF CLIENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM CAUSE OF ACTION, WILL BE LIMITED WHETHER SOUNDING IN CONTRACT, TORT, BREACH OF WARRANTY OR OTHERWISE. TO THE AMOUNT OF FEES MAXIMUM EXTENT ALLOWABLE BY LAW, CONTRACTOR’S AGGREGATE LIABILITY UNDER THIS ATTACHMENT B AND THIS AGREEMENT SHALL IN NO EVENT EXCEED THE AGGREGATE COMPENSATION PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR CLIENT TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID CONTRACTOR UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIESBoth Parties agree that when asked, client must properly identify contractor as the creator of the deliverables. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALClient does not have a proactive duty to display Contractor’s name together with the deliverables, but client may not seek to mislead others that the deliverables were created by anyone other than Contractor. Client hereby agrees contractor may use the work product as part of contractors portfolio and websites, galleries and other media solely for the purpose of showcasing contractors work but not for any other purpose. Contractor will not publish any confidential or non-public work without client’s prior written consent. This Agreement and any dispute arising hereunder shall be governed by the laws of the jurisdiction of Contractor’s primary business location (the “Contractor’s Jurisdiction”), without regard to the conflicts of law provisions thereof. For all purposes of this Agreement, the Parties consent to exclusive jurisdiction and venue in the courts located in the Contractor’s jurisdiction. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant 11.1. Buyer and Vendor shall, jointly and severally, the Acquired Entities shall indemnify, defend and hold harmless MLS GRID and each MLS Seller, the Seller Affiliates, their Subcontractors and each of their respective employees, directors, officers, Contractors officers and representatives employees (collectively, "MLS GRID Indemnitees") the “Seller Indemnified Parties”), harmless from and against any and all Damages claims, liabilities, Taxes, losses, damages, causes of action, fines, penalties, proceedings, costs and expenses, including reasonable attorneys’ fees and court costs, of whatever nature or kind, whether in contract, civil liability, tort, extra-contractual or otherwise (“Losses”) arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under in connection with this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor such Losses are subject to indemnification pursuant to Section 11.2. 11.2. Subject to Sections 11.3, 11.4 and Participant are materially prejudiced thereby11.7, Seller shall indemnify, defend and hold Buyer, the Acquired Entities, their Affiliates and each of their respective directors, officers and employees (collectively, the “Buyer Indemnified Parties” and, together with the Seller Indemnified Parties, the “Indemnified Parties”), (y) give Vendor harmless from and Participant sole control against any and all Losses based upon or related to the Services performed hereunder to the extent that any such Losses were caused by the gross negligence or willful misconduct of Seller, the Seller Affiliates or any of their Representatives in providing any of the defense Services rendered or to be rendered by Seller pursuant to this Agreement. The foregoing shall constitute Seller’s sole and settlement of exclusive monetary liability with respect to the Claim against MLS GRID (except Services or the failure to perform the Services. Notwithstanding anything to the contrary in this Agreement, Buyer and the Acquired Entities hereby waive, and release Seller from any liability, in contract, tort or otherwise, for all Losses incurred or suffered by the Buyer Indemnified Parties arising in connection with this Agreement, other than any Losses that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseare subject to indemnification under this Section 11.2. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, 11.3. IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES PARTY BE LIABLE TO VENDOR, PARTICIPANT ANY INDEMNIFIED PARTY OR ANY OTHER PERSON, THIRD PARTY FOR ANY INDIRECTSPECIAL, CONSEQUENTIALPUNITIVE, EXEMPLARY, PUNITIVESPECULATIVE, SPECIALINDIRECT, OR INCIDENTAL REMOTE DAMAGES OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS DAMAGES BASED UPON A MULTIPLE OF DATA, UNDER, ARISING OUT OF, EARNINGS OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED DIMINUTION OF THE POSSIBILITY OF SUCH DAMAGES VALUE OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATAANY SIMILAR DAMAGES, REGARDLESS OF THE FORM OF ACTIONWHETHER SUCH DAMAGES WERE FORESEEABLE. Buyer must notify Seller in writing of any cause of action that may arise under or in connection with the Services or this Agreement within six (6) months after the cause of action has accrued, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALor Buyer and the Acquired Entities shall be deemed to have waived and/or withdrawn such cause of action. 11.4. The provisions of this Article 11 shall be the sole and exclusive remedies of Buyer and the Acquired Entities and Seller with respect to the subject matter of this Agreement and no Buyer Indemnified Party or Seller Indemnified Party shall be entitled to any further indemnification, contribution, recovery or other rights or claims of any nature whatsoever in respect thereof (cwhether under this Agreement or under any common law theory or any Law or otherwise), all of which Buyer and the Acquired Entities (for themselves and on behalf of the Buyer Indemnified Parties) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASISand Seller (for itself and on behalf of the Seller Indemnified Parties) hereby waive. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANTAny and all claims, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATAdisputes or demands in any way related to the provision of the Services, INACCURACIES IN THE MLS GRID DATAwhether undertaken by Seller, ANY FAILURE TO UPDATE THE MLS GRID DATAany Seller Affiliate or a Subcontractor providing the Service under this Agreement, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USEshall be made solely by Buyer or Seller and solely against the other such Party under and pursuant to the terms of this Agreement. 11.5. The limitations and disclaimers of Seller’s liability in this Article 11 shall apply to all Seller Indemnified Parties. 11.6. Regardless of any other rights under any other agreements or mandatory provisions of Law, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATAno Buyer Indemnified Party shall have the right to set off the amount of any claim it may have under this Agreement, whether contingent or otherwise, against any amount owed by such Buyer Indemnified Party to Seller. 11.7. EXCEPT AS STATED IN SECTION IVNotwithstanding anything else herein to the contrary, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIESthe maximum aggregate liability of Seller to the Buyer Indemnified Parties for any claim asserted under or in connection with this Agreement shall not exceed and shall be limited to the Service Fees actually received by Seller from Buyer for the Service with respect to which such claim is made. Each Party shall, EXPRESS OR IMPLIEDin all circumstances, STATUTORY OR OTHERWISEuse commercially reasonable efforts to mitigate and otherwise minimize their damages and those of their Affiliates, INCLUDING THE MERCHANTABILITYwhether direct or indirect, SUITABILITYdue to, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEresulting from or arising in connection with any failure by the other Parties to comply fully with their obligations under this Agreement.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend Accountholder shall indemnify and hold TreviPay harmless MLS GRID against all losses, damages, costs, expenses (including legal fees), and each MLS and each liability, including any third-party claims, which may result from: (i) the proper performance of their respective employeesTreviPay’s obligations hereunder; (ii) any negligent or wrongful act or omission of Accountholder, its directors, officers, Contractors agents, employees, and representatives subcontractors; or (collectively, "MLS GRID Indemnitees"iii) from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees breach by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display the Accountholder of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach terms of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of Agreement or if any claim for indemnification representation or warranty made by the Accountholder in connection with or under this Agreement (provided that failure of MLS GRID shall prove to notify Vendor have been incorrect when made or Participant does not release Vendor or Participant of its obligations hereunder except deemed to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, have been made. IN NO EVENT SHALL MLS GRID TREVIPAY OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS AFFILIATES OR REPRESENTATIVES SUBSIDIARIES BE LIABLE TO VENDORACCOUNTHOLDER OR ANY THIRD PARTY FOR ANY SPECIAL, PARTICIPANT INDIRECT, OR PUNITIVE DAMAGES OF ANY NATURE, OR HAVE ANY LIABILITY AS A RESULT OF ANY DATA BREACH, IP INFRINGEMENT OR BREACH OF CONFIDENTIALITY OBLIGATIONS BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY SELLER, IN CONNECTION WITH THE PURCHASE PROGRAM OR THROUGH THE E- COMMERCE SITE OR ANY OF THE CHANNELS, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES’ OR AFFILIATES OR ANY SELLER’S FAILURE TO PROPERLY AND SECURELY STORE ACCOUNTHOLDER’S INFORMATION OR PROPERLY TRANSMIT ACCOUNTHOLDER’S INFORMATION TO TREVIPAY FROM TIME TO TIME, OR FOR MERCHANT’S OR ANY OF ITS SUBSIDIARIES OR AFFILIATES, OR ANY SELLER’S OR ANY OTHER PERSONTHIRD PARTY’S FAILURE TO CORRECTLY INVOICE OR CHARGE TAX OR VAT, GST, OR HST FOR ANY INDIRECTTRANSACTIONS MADE THROUGH THE PURCHASE PROGRAM. IN ADDITION, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIALUNDER NO CIRCUMSTANCES SHALL TREVIPAY HAVE ANY LIABILITY TO ACCOUNTHOLDER IN CONNECTION WITH ANY BREACH BY MERCHANT OR ANY OF ITS SUBSIDIARIES OR AFFILIATES OR ANY SELLER OF ANY CONTRACT TERMS WITH ACCOUNTHOLDER ON THE E-COMMERCE SITE OR ANY OF THE CHANNELS OR ELSEWHERE. ACCOUNTHOLDER ACKNOWLEDGES THAT EMAIL IS NOT A SECURE FORM OF TRANSMISSION AND THAT IT MAY POTENTIALLY BE INTERCEPTED OR OTHERWISE OBTAINED BY PERSONS OTHER THAN THE INTENDED RECIPIENT AND WAIVES ALL RIGHTS AND REMEDIES PERTAINING TO THE COMPROMISE OF ANY ELECTRONIC COMMUNICATION BETWEEN TREVIPAY AND MERCHANT, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS ANY OF ITS SUBSIDIARIES OR LOSS OF DATA, UNDER, ARISING OUT OF, AFFILIATES OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF A SELLER IN CONNECTION WITH THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEPURCHASE PROGRAM. MLS GRIDACCOUNTHOLDER ACKNOWLEDGES AND AGREES THAT TREVIPAY’S AGGREGATE AND TOTAL ENTIRE LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES LIMITED TO THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT LESSER OF THE MLS GRID DATA, INACCURACIES AMOUNTS RECEIVED FROM ACCOUNTHOLDER IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, PAST 12 MONTHS OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEGBP £10,000.

Indemnification and Limitation of Liability. (a) Participant a. The Sub-Adviser agrees and Vendor shallundertakes to hold harmless, jointly indemnify and severally, indemnify, defend protect Great-West Funds and hold harmless MLS GRID the Adviser and each MLS and each of their respective employees, directors, officers, Contractors employees, agents, subsidiaries and representatives (collectively, "MLS GRID Indemnitees") affiliates from and against any and all Damages damage, loss, liability and expense (including without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (each, a “Loss” and, collectively, the “Losses”) incurred or suffered by Great-West Funds or the Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Great-West Funds or the Adviser deemed to protect Great-West Funds or the Adviser against any liability to which Great-West Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of their obligations or duties under this Agreement or the Advisory Agreement. b. The Adviser agrees and undertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to carry out its obligations hereunder or thereunder), including the activities (or such omissions) of the Adviser’s directors, officers, employees, agents, subsidiaries and affiliates; provided, however, that in no event is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect the Sub-Adviser against any liability to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties under this Agreement. c. Great-West Funds and the Adviser, jointly and severally, agree to hold harmless the Sub-Adviser, its directors and officers, and each person, if any, who controls the Sub-Adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the 1934 Act from and against any and all Losses arising out of or based upon any Claims made untrue statement or brought alleged untrue statement of a material fact contained in the registration statement for Great-West Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Great-West Funds or the Adviser by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Great-West Funds and the Adviser, their directors and officers, and each person, if any, who controls Great-West Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Great-West Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by it which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against MLS GRID Indemnitees whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party arising out (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or relating in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (iincluding reasonable attorney’s fees and expenses) a Claim that Vendor’s or Participant’s use of or display incurred by the Indemnified Party in defending such Third Party Assertion between the date of the MLS GRID Data infringes commencement of such Third Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or misappropriates settle such third party’s intellectual property rights Third Party Assertion without the prior written consent of the Indemnifying Party and (ii) Vendor’s or Participant’s breach will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of this Agreementany such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. MLS GRID shall (x) promptly Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder receive such notice, except to the extent Vendor that (and Participant are only to such extent) the failure to receive notice materially prejudiced thereby)the rights of such party. h. In no event shall any party be liable to any other party for special, (y) give Vendor and Participant sole control consequential, punitive, incidental, exemplary or similar damages or losses regardless of the defense grounds or nature of any claim asserted (including without limitation contract, xxxxxxx, xxxxxxxxxx, xxxx, xxxxxx liability or otherwise) and settlement whether or not the party seeking the indemnification was advised of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consentpossibility of the damage or loss asserted. Nothing in this Section 13 shall be construed in a manner inconsistent with Section 17(i) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseof the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to the management of assets of the Fund other than the Fund Account. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shallXxxxxx shall not be liable to CBF for any loss of or damage to the Product(s) and/or Raw Make stored by CBF, jointly and severallyhowever caused, indemnify, defend and hold harmless MLS GRID and each MLS and each unless such loss or damage directly results from the failure of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out Xxxxxx to exercise that degree of any Claims made or brought against MLS GRID Indemnitees care as would be exercised by a third party arising out reasonably careful Person under like circumstances. If any such loss or damage could not have been avoided through the exercise of such care as a reasonably careful Person would exercise under like circumstances, Xxxxxx shall not be liable for such loss or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expensedamage. (b) NOTWITHSTANDING ANYTHING HEREIN IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT XXXXXX SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES NOT BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, RESPONSIBLE FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, LOSSES OR INCIDENTAL DAMAGES, INCLUDING DAMAGES TO THE PRODUCT(S) AND RAW MAKE OR FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO ANY CLAIMS UNDER ANY INDEMNITY OBLIGATIONS THAT XXXXXX MAY HAVE AS SET FORTH IN THIS AGREEMENT, EVEN IF ADVISED AGREEMENT IN EXCESS OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE STORAGE FEES AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES RATES PAID BY VENDOR AND PARTICIPANT CBF TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENTXXXXXX AS PROVIDED HEREIN. THE PROVISIONS FOREGOING SHALL APPLY WHETHER OR NOT SUCH CLAIMS ARE FOUNDED IN WHOLE OR IN PART UPON THE NEGLIGENCE OF THIS AGREEMENT ALLOCATE XXXXXX. XXXXXX SHALL NOT BE RESPONSIBLE FOR OBTAINING INSURANCE TO COVER THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT PRODUCT(S) AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALRAW MAKE STORED HEREUNDER. (c) PARTICIPANT CBF AGREES TO DEFEND, INDEMNIFY AND VENDOR ACKNOWLEDGE HOLD THE XXXXXX GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS WHICH ARISE IN CONNECTION WITH ANY OF THE CBF GROUP'S OR ITS CUSTOMER'S TRANSPORTATION, STORAGE, USE, HANDLING, OR RESALE OF ANY OF THE UNSTENCHED PRODUCT(S) AND RAW MAKE AFTER DELIVERY OF CUSTODY, POSSESSION AND CONTROL OF SUCH UNSTENCHED PRODUCTS AND/OR RAW MAKE TO CBF. CBF'S INDEMNITY OBLIGATION SHALL BE APPLICABLE EVEN IF SUCH CLAIMS ARE DETERMINED TO HAVE BEEN PARTLY CAUSED BY THE NEGLIGENCE OF XXXXXX OR IF LIABILITY WITHOUT FAULT IS IMPOSED ON XXXXXX, THE ONLY EXCEPTION TO SUCH OBLIGATION BEING WHERE THE NEGLIGENCE OF XXXXXX IS DETERMINED TO BE THE SOLE CAUSE OF SUCH CLAIMS. (x) XXXXXX AGREES TO DEFEND, INDEMNIFY AND HOLD THE CBF GROUP HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS RESULTING FROM XXXXXX'X NEGLIGENT OPERATIONS IN THE STORAGE OR HANDLING OF UNSTENCHED PRODUCTS AND RAW December 15, 1997 Page 11 MAKE WHILE IN XXXXXX'X CUSTODY OR CONTROL, INCLUDING, WITHOUT LIMITATION, THAT MLS GRID PROVIDES PORTION OF ANY CLAIMS CAUSED BY THE MLS GRID DATA ON NEGLIGENCE OF XXXXXX JOINTLY OR CONCURRENTLY WITH THE NEGLIGENCE OF CBF OR ANY MEMBER IN THE CBF GROUP. (e) FOR BREACH OF ANY PROVISION FOR WHICH AN “AS- IS,” “AS-AVAILABLE” BASISEXPRESS REMEDY OR MEASURE OF DAMAGES IS PROVIDED IN THIS AGREEMENT, SUCH EXPRESS REMEDY OR MEASURE OF DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY HEREUNDER, AND THE OBLIGOR'S LIABILITY SHALL BE LIMITED AS SET FORTH IN SUCH PROVISION, AND ALL OTHER REMEDIES OR DAMAGES ARE WAIVED. MLS GRID IF NO REMEDY OR MEASURE OF DAMAGES IS EXPRESSLY PROVIDED HEREIN, THE OBLIGOR'S LIABILITY SHALL NOT BE LIMITED TO DIRECT ACTUAL DAMAGES ONLY, EXCLUDING LOST PROFITS, AND SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY HEREUNDER, AND ALL OTHER REMEDIES OR DAMAGES ARE WAIVED. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO PARTICIPANTTHE OTHER PARTY UNDER ANY PROVISION OF THIS AGREEMENT FOR CONSEQUENTIAL, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATAINCIDENTAL, INACCURACIES IN THE MLS GRID DATAPUNITIVE, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USEEXEMPLARY, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED INDIRECT DAMAGES IN SECTION IVTORT, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY CONTRACT OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. Each party (athe “Indemnifying Party”) Participant agrees to indemnify the other party and Vendor shall, jointly and severally, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employeesofficers, directors, officersemployees, Contractors and representatives agents (collectively, "MLS GRID Indemnitees") from each an “Indemnified Party”)from and against any and all Damages arising out liabilities, losses, proceedings, actions, damages and claims (collectively “Losses”) that result from any third party claim relating to bodily injury or death of any Claims made person or brought against MLS GRID Indemnitees damage to any real or tangible property, to the extent caused by a third party arising out of the Indemnifying Party’s gross negligence, recklessness, or relating to (i) a Claim that Vendor’s or Participant’s use of or display of willful misconduct in the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach performance of this Agreement. MLS GRID The Indemnified Party shall (x) promptly give notice to Participant and Vendor notify the Indemnifying Party of any claim for subject to indemnification under this Agreement (provided hereunder; provided, however, that failure of MLS GRID to notify Vendor or Participant does provide such notice will not release Vendor or Participant relieve the Indemnifying Party of its obligations hereunder under this Section, except to the extent Vendor the Indemnifying Party is prejudiced by such failure. The Indemnifying Party shall have the right and Participant are materially prejudiced therebyoption to control the defense of such claim with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party, and the Indemnifying Party shall have the right to settle such claim; provided, that, except with prior written consent of the Indemnified Party (such consent not to be unreasonably withheld, conditioned or delayed), the Indemnifying Party shall not enter into any settlement or consent to entry of any judgment that (yi) give Vendor does not include a full and Participant sole control unconditional release of the defense and settlement all Indemnified Parties with respect to such claim, (ii) includes an admission of the Claim against MLS GRID fault, culpability or failure to act by or on behalf of any Indemnified Party, or (except that neither Vendor nor Participant may settle iii) includes injunctive or other nonmonetary relief affecting any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, Indemnified Party. IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES WILL CONTRACTOR BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARYSPECIAL, PUNITIVE, SPECIALEXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING REPUTATIONAL HARM, LOST PROFITS, LOSS OF BUSINESS, OR INCIDENTAL OTHER SIMILAR DAMAGES). TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, INCLUDING DAMAGES CONTRACTOR’S MAXIMUM AGGREGATE LIABILITY FOR LOST PROFITS OR LOSS OF DATAALL CLAIMS HEREUNDER INCLUDING, UNDERBUT NOT LIMITED TO, ARISING OUT OFINDEMNIFICATION, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE IS LIMITED TO THE AMOUNT OF FEES PAID OR PAYABLE TO CONTRACTOR BY VENDOR AND PARTICIPANT TO MLS GRID COUNTY IN THE TWELVE 12 MONTHS PRIOR TO THE DATE OF EVENT GIVING RISE TO THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALCLAIM. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, 5.1 IBR agrees to indemnify, defend and hold harmless MLS GRID Company, its affiliates, and each MLS and each of their respective employeesofficers, directors, officersemployees, Contractors representatives and representatives (collectively, "MLS GRID Indemnitees") from and agents against any and all Damages arising out of claim or action based upon or in connection with any Claims made action or brought against MLS GRID Indemnitees claim by a third party arising out of or relating to (a) any act or omission by any IBR personnel participating in On-Site Training; (b) IBR’s or any IBR personnel’s performance of the tasks or services for which Company has provided training under this Transition Services Agreement; or (c) personal or bodily injury or death or damage to property arising out of IBR’s or its personnel’s performance hereunder. IBR further agrees to indemnify and hold Company, its affiliates, and their respective officers, directors, employees, representatives and agents harmless from and against any and all liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees) associated with any such claim or action. IBR shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise; provided, however, that (i) a Claim that Vendorno settlement or compromise affecting the financial or legal obligations of Company shall be entered into or agreed to without Company’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights prior written approval and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice Company has the right to Participant and Vendor participate, at its own expense, in the defense and/or settlement of any such claim for indemnification under this Agreement (provided that failure of MLS GRID or action in order to notify Vendor or Participant does not release Vendor or Participant of protect its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseown interests. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY5.2 EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES EITHER PARTY BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARYSPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS TRANSITION SERVICES AGREEMENT, PUNITIVEINCLUDING, SPECIALWITHOUT LIMITATION, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST LOSS OF ANTICIPATED PROFITS OR LOSS ANTICIPATED REVENUE, AND REGARDLESS OF DATATHE FORM OR CATEGORIZATION OF THE ACTION OR THE BASIS OF THE CLAIM, UNDER, ARISING OUT OF, WHETHER BASED ON TORT (INCLUDING NEGLIGENCE OR RELATED TO THIS AGREEMENTSTRICT LIABILITY) OR BREACH OF CONTRACT CLAIMS OR ON ANY OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 5.2 SHALL NOT APPLY TO A PARTY’S LIABILITY OR DAMAGES INCURRED WITH RESPECT TO: (i) IBR’s INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN; (ii) A MATERIAL BREACH OF ARTICLE 4; (iii) THE GROSS NEGLIGENCE OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRIDWILLFUL MISCONDUCT OF EITHER PARTY; (iv) ANY MISAPPROPRIATION OF COMPANY’S OR ITS LICENSORS’ INTELLECTUAL PROPERTY BY IBR, ANY IBR AFFILIATE OR ANY IBR ASSIGNEE; OR (v) IBR’S PAYMENT OBLIGATIONS HEREUNDER. 5.3 EXCEPT AS OTHERWISE PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY’S MAXIMUM AGGREGATE AND TOTAL LIABILITY DURING AND AFTER TO THE TERM OF OTHER PARTY ARISING FROM OR IN CONNECTION WITH THIS TRANSITION SERVICES AGREEMENT UNDER, ARISING OUT OF, EXCEED THE FEES ACTUALLY PAID BY IBR TO COMPANY HEREUNDER FOR THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT THE APPLICABLE CLAIM OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATAACTION FIRST AROSE, REGARDLESS OF THE BASIS OF THE CLAIM OR FORM OF ANY ACTION, WILL BE LIMITED AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY AVAILABLE TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER IBR. THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SECTION 5.3 SHALL NOT BE LIABLE APPLY TO PARTICIPANTA PARTY’S LIABILITY OR DAMAGES INCURRED WITH RESPECT TO: (i) IBR’s INDEMNIFICATION OBLIGATIONS SET FORTH HEREIN; (ii) A MATERIAL BREACH OF ARTICLE 4; (iii) THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF EITHER PARTY; (iv) ANY MISAPPROPRIATION OF COMPANY’S OR ITS LICENSORS’ INTELLECTUAL PROPERTY BY IBR, VENDOR ANY IBR AFFILIATE OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATAIBR ASSIGNEE; OR (v) IBR’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEPAYMENT OBLIGATIONS HEREUNDER.

Indemnification and Limitation of Liability. 8.1 Indemnification of the Trustee (a) Participant The Parent, Callco and Vendor shall, Exchangeco jointly and severally, indemnify, defend severally agree to indemnify and hold harmless MLS GRID and each MLS the Trustee and each of their respective employees, its directors, officers, Contractors employees and representatives agents appointed and acting in accordance with this Agreement (collectively, "MLS GRID Indemnitees"the “Indemnified Parties”) from against all claims, losses, damages, reasonable costs, penalties, fines and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to reasonable expenses (i) a Claim that Vendor’s or Participant’s use of or display including the reasonable expenses of the MLS GRID Data infringes Trustee’s legal counsel) which, without bad faith, fraud, gross negligence or misappropriates wilful misconduct on the part of such third partyIndemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason or as a result of the Trustee’s intellectual property rights and (ii) Vendor’s acceptance or Participant’s breach administration of the Trust, its compliance or non-compliance with its duties set forth in this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of , or any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor written or Participant does not release Vendor or Participant of its obligations hereunder except oral instruction delivered to the extent Vendor and Participant are materially prejudiced thereby)Trustee by the Parent, (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseCallco or Exchangeco pursuant hereto. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYThe Trustee shall promptly notify the Parent, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEESCallco and Exchangeco of a claim or of any action commenced against any Indemnified Parties promptly after the Trustee or any of the Indemnified Parties shall have received written assertion of such a claim or action or have been served with a summons or other first legal process giving information as to the nature and basis of the claim or action; provided, DIRECTORShowever, OFFICERSthat the omission to so notify the Parent, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDORCallco or Exchangeco shall not relieve the Parent, PARTICIPANT OR ANY OTHER PERSONCallco or Exchangeco of any liability which any of them may have to any Indemnified Party except to the extent that any such delay prejudices the defence of any such claim or action or results in any increase in the liability which the Parent, FOR ANY INDIRECTCallco or Exchangeco have under this indemnity. Subject to (ii) below, CONSEQUENTIALthe Parent, EXEMPLARYCallco and Exchangeco shall be entitled to participate at their own expense in the defence and, PUNITIVEif the Parent, SPECIALCallco and Exchangeco so elect at any time after receipt of such notice, OR INCIDENTAL DAMAGESany of them may assume the defence of any suit brought to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defence thereof, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATAbut the fees and expenses of such separate counsel shall be at the expense of the Trustee unless (i) the employment of such counsel has been authorized by the Parent, UNDERCallco or Exchangeco or (ii) the named parties to any such suit include both the Trustee and the Parent, ARISING OUT OFCallco or Exchangeco and the Trustee shall have been advised by counsel acceptable to the Parent, OR RELATED TO THIS AGREEMENTCallco and Exchangeco that there may be one or more legal defences available to the Trustee that are different from or in addition to those available to the Parent, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLECallco or Exchangeco and that, in the judgement of such counsel, would present a conflict of interest were a joint representation to be undertaken (in which case the Parent, Callco and Exchangeco shall not have the right to assume the defence of such suit on behalf of the Trustee but shall be liable to pay the reasonable fees and expenses of counsel for the Trustee). MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALThis indemnity shall survive the termination of the Trust and the resignation or removal of the Trustee. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES 8.1 NEITHER PARTY WILL BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARYINCIDENTAL, INDIRECT, PUNITIVE, SPECIALSPECIAL OR OTHER SIMILAR DAMAGES NOR FOR ANY LOSS OF PROFITS, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS LOSS OF REVENUES OR LOSS OF DATASAVINGS, UNDERWHETHER UNDER TORT (INCLUDING NEGLIGENCE), ARISING OUT OF, CONTRACT OR RELATED TO THIS AGREEMENTOTHER THEORIES OF RECOVERY, EVEN IF ANY SUCH PARTY WAS OR SHOULD HAVE BEEN AWARE OR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGES. MLS GRIDIN NO EVENT WILL PROVIDER’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM ARISING OUT OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO FROM ANY CAUSE OF ACTION WHATSOEVER EXCEED THE AGGREGATE AMOUNTS PAID UNDER THIS AGREEMENT OR BY RECIPIENT TO PROVIDER FOR THE MLS GRID DATA, REGARDLESS OF SERVICES DURING THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE THREE (3) MONTHS PRIOR TO THE DATE THE CAUSE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER ACTION AROSE. 8.2 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. , PROVIDER DISCLAIM ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISEINCLUDING, INCLUDING THE BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSEA 8.3 Each Party's maximum cumulative liability in aggregate to the other Party arising out or related to this Agreement shall not exceed, NONin any case, the amount equal to two times the average invoice of the last 12 months prior to the incident occurred whereby liability arose. 8.4 Each Party hereby agrees to defend, indemnify and hold harmless, the other Party and their respective officers, directors, agents and Employees from any and all liabilities, losses, expenses, damages, and costs (including, without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any third party claims, actions, suits or proceedings relating to or arising out of: (i) any breach (or, as to defense obligations only, alleged breach) by the indemnifying Party or anyone on its behalf of any term, condition, representation or warranty under this Agreement or the applicable laws; (ii) infringement of Intellectual Property Right of a third party. 8.5 Provider does not warrant or guarantee the performance of the internet or that the transmission of information over the internet will be secure or that the internet will be accessible at all times, error-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTfree, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECUREuninterrupted or of a particular quality or specification. 8.6 Provider reserves the right to suspend or deactivate the Recipient’s use of the Provider Service at any time, UNINTERRUPTED OR ERROR FREEwithout liability to the Recipient, for any period and for any reason including where Provider believes that it is necessary to do so to protect the interests of Provider, End Users, other provider recipients or any third party. Provider is under no obligation to notify the Recipient of the reason for such suspension.

Indemnification and Limitation of Liability. (a) Participant Indemnification of the Trustee. US Co and Vendor shall, US Co Sub jointly and severally, indemnify, defend severally agree to indemnify and hold harmless MLS GRID and each MLS the Trustee and each of their respective employees, its directors, officers, Contractors employees and representatives agents appointed and acting in accordance with this Agreement (collectively, the "MLS GRID IndemniteesIndemnified Parties") from against all claims, losses, damages, costs, penalties, fines and reasonable expenses (including reasonable expenses of the Trustee's legal counsel on a solicitor and his own client basis) which, without fraud, negligence, willful misconduct or bad faith on the part of such Indemnified Party, may be paid, incurred or suffered by the Indemnified Party by reason of or as a result of the Trustee's acceptance or administration of the Trust, its compliance with its duties set forth in this Agreement, or any written or oral instructions delivered to the Trustee by US Co or US Co Sub pursuant hereto. In no case shall US Co or US Co Sub be liable under this indemnity for any claim against any of the Indemnified Parties unless US Co and all Damages arising out US Co Sub shall be notified by the Trustee of the written assertion of a claim or of any Claims made action commenced against the Indemnified Parties, promptly after any of the Indemnified Parties shall have received any such written assertion of a claim or shall have been served with a summons or other first legal process giving information as to the nature and basis of the claim. Subject to (ii), below, US Co and US Co Sub shall be entitled to participate at their own expense in the defense and, if US Co or US Co Sub so elect at any time after receipt of such notice, either of them may assume the defense of any suit brought against MLS GRID Indemnitees by a third party arising out to enforce any such claim. The Trustee shall have the right to employ separate counsel in any such suit and participate in the defense thereof but the fees and expenses of or relating to such counsel shall 91 - 24 - be at the expense of the Trustee unless: (i) a Claim that Vendor’s the employment of such counsel has been authorized by US Co or Participant’s use of US Co Sub, such authorization not to be unreasonably withheld; or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s the named parties to any such suit include both the Trustee and US Co or Participant’s breach of this Agreement. MLS GRID US Co Sub and the Trustee shall (x) promptly give notice have been advised by counsel acceptable to Participant and Vendor of any claim for indemnification under this Agreement (provided US Co or US Co Sub that failure of MLS GRID to notify Vendor there may be one or Participant does not release Vendor or Participant of its obligations hereunder except more legal defenses available to the extent Vendor Trustee that are different from or in addition to those available to US Co or US Co Sub and Participant are materially prejudiced thereby), that an actual or potential conflict exists (y) give Vendor in which case US Co and Participant sole control US Co Sub shall not have the right to assume the defense of such suit on behalf of the defense Trustee but shall be liable to pay the reasonable fees and settlement expenses of counsel for the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseTrustee). (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant 6.1. MPP shall be primarily liable for any breach of a Sublicense by any Sublicensee and Vendor shallshall indemnify Ferring and its Affiliates, jointly and severally, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employeesofficers, directors, officersshareholders, Contractors representatives, agents, employees, successors and representatives assigns (collectively, "MLS GRID the “Ferring Indemnitees"”) from and against in respect of any and all Damages liabilities, costs, damages and expenses (including, but not limited to, legal costs) (“Losses”) incurred by Ferring Indemnitees arising out of, or in connection with (a) any breach by MPP or a Sublicensee of the terms and conditions of this Agreement, (b) any Claims made negligence or brought against MLS GRID Indemnitees willful misconduct by or on behalf of MPP or a third party arising Sublicensee, (c) any breach of a Sublicense by MPP or a Sublicensee, provided that the indemnification obligation established in this Section shall not apply to the extent such Losses arise out of negligence or relating to wilful misconduct by Xxxxxxx, its Affiliates and their respective officers, directors, shareholders, representatives, agents, employees, successors and assigns. Where Ferring exercises its rights under this Section 6.1, Ferring shall: (i) a Claim that Vendor’s or Participant’s use provide MPP with prompt written notice of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and claims, (ii) Vendor’s grant MPP the right to control the defence or Participant’s breach negotiation of this Agreement. MLS GRID shall settlement of such claims (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control such claims relate to the validity or enforcement of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consentLicensed Patents or Licensed Know-How) and (ziii) give Vendor and Participant all assistance reasonably requested by Vendor and Participant cooperate with MPP in writing, at Vendor’s and Participant’s expensedefending any claims. (b) 6.2. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS PROVISION OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF MPP ACKNOWLEDGES AND AGREES THAT (I) THE POSSIBILITY OF SUCH DAMAGES FERRING LICENSED PATENTS AND LICENSED KNOW-HOW ARE LICENSED TO MPP “AS IS” AND (II) FERRING DOES NOT GIVE ANY REPRESENTATIONS OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY REGARDING THE LICENSED PRODUCT, THE FERRING LICENSED PATENTS, LICENSED KNOW-HOW OR ANY OTHER MATTER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON- INFRINGEMENT. 6.3. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT IN RECOGNITION OF THE MLS GRID DATA HUMANITARIAN NATURE OF THIS AGREEMENT AND THE LACK OF ANY ROYALTY TO FERRING OR ANY OTHER MATERIALS PROVIDED PAYMENTS TO FERRING UNDER THIS AGREEMENT, FERRING WILL NOT HAVE ANY LIABILITY TO MPP OR THAT THE PROVISION SUBLICENSEES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY OR INCIDENTAL DAMAGES RELATED TO THIS AGREEMENT UNDER CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY. IN PARTICULAR, AND WITHOUT LIMITING THE FOREGOING, FERRING WILL HAVE NO LIABILITY IN THE EVENT THE FERRING LICENSED PATENTS OR LICENSED KNOW-HOW ARE INVALID OR UNENFORCEABLE, OR IN THE EVENT THE EXERCISE BY MPP OF ITS RIGHTS UNDER THIS AGREEMENT OR A SUBLICENSEE UNDER THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREERELEVANT SUBLICENSE AGREEMENT INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.

Indemnification and Limitation of Liability. (a) Participant 5.1 Deltagen shall at all times during the term of this Agreement and Vendor shall, jointly and severallythereafter, indemnify, defend and hold harmless MLS GRID Lexicon and each MLS and each of their respective employees, its directors, officers, Contractors employees and representatives (collectively, "MLS GRID Indemnitees") Affiliates harmless from and against all claims, proceedings, demands, liabilities and losses of any kind whatsoever that are brought by a Third Party, including legal expenses and all Damages reasonable attorneys' fees, arising out of any Claims made of, based upon or brought against MLS GRID Indemnitees by a third party arising out of or relating to resulting from (i) a Claim that Vendor’s or Participant’s the use of the Patent Rights by Deltagen, its Affiliates, Academic Collaborators or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and Corporate Partners hereunder, (ii) Vendor’s the use of Rodent Models or Participant’s breach Progeny by Deltagen, its Affiliates, Academic Collaborators or Corporate Partners or (iii) the use, testing, marketing or sale of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder Products, except to the extent Vendor that such claims, proceedings, demands, liabilities and Participant are materially prejudiced thereby), losses result from Lexicon's gross negligence or willful misconduct. 5.2 Lexicon warrants to Deltagen that: (yi) give Vendor Lexicon has the lawful right to grant the rights and Participant sole control licenses under the Patent Rights set forth in this Agreement; (ii) Lexicon's grant of such license does not require the defense and settlement approval or consent of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) person or entity which has not already been obtained; and (ziii) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingLexicon's entering into of this Agreement will not breach any agreement to which Lexicon is party. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN LEXICON AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT CLAIMS, ISSUED OR PENDING, AND THE CONTRARYABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A REPRESENTATION MADE OR WARRANTY GIVEN BY LEXICON THAT THE PRACTICE BY DELTAGEN OF THE SUBLICENSE RIGHTS GRANTED HEREUNDER SHALL NOT INFRINGE THE PATENT RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL MLS GRID LEXICON OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES EMPLOYEES AND AFFILIATES BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE OR INJURY TO VENDORPROPERTY AND LOST PROFITS, PARTICIPANT OR ANY REGARDLESS OF WITHER LEXICON SHALL BE ADVISED, SHALL HAVE OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIALREASON TO KNOW, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED IN FACT SHALL KNOW OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLETHE FOREGOING. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDERCertain confidential information contained in this document, ARISING OUT OFmarked by brackets, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATAhas been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALas amended. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. a. The Sub-Adviser agrees and undertakes to hold harmless, indemnify and protect Great-West Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (aincluding without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) Participant (each, a “Loss” and, collectively, the “Losses”) incurred or suffered by Great-West Funds or the Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser's directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser's indemnity in favor of Great-West Funds or the Adviser deemed to protect Great-West Funds or the Adviser against any liability to which Great-West Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of its obligations or duties under this Agreement or the Advisory Agreement. b. The Adviser agrees and Vendor shallundertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to carry out its obligations hereunder or thereunder), including the activities (or such omissions) of the Adviser's directors, officers, employees, agents, subsidiaries and affiliates; provided, however, that in no event is the Adviser's indemnity in favor of the Sub-Adviser deemed to protect the Sub-Adviser against any liability to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties under this Agreement. c. Great-West Funds and the Adviser, jointly and severally, indemnify, defend and agree to hold harmless MLS GRID the Sub-Adviser, its directors and officers, and each MLS and each person, if any, who controls the Sub-Adviser within the meaning of their respective employeeseither Section 15 of the Securities Act of 1933, directorsas amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, officers, Contractors and representatives as amended (collectively, "MLS GRID Indemnitees"the “1934 Act”) from and against any and all Damages Losses arising out of or based upon any Claims made untrue statement or brought alleged untrue statement of a material fact contained in the registration statement for Great-West Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as "Disclosure Documents") or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Great-West Funds or the Adviser by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Great-West Funds and the Adviser, their directors and officers, and each person, if any, who controls Great-West Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Great-West Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by it which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against MLS GRID Indemnitees whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party arising out (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or relating in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (iincluding reasonable attorney's fees and expenses) a Claim that Vendor’s or Participant’s use of or display incurred by the Indemnified Party in defending such Third Party Assertion between the date of the MLS GRID Data infringes commencement of such Third Party Assertion and the date of the Indemnifying Party's assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or misappropriates settle such third party’s intellectual property rights Third Party Assertion without the prior written consent of the Indemnifying Party and (ii) Vendor’s or Participant’s breach will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of this Agreementany such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. MLS GRID shall (x) promptly Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder receive such notice, except to the extent Vendor that (and Participant are only to such extent) the failure to receive notice materially prejudiced thereby)the rights of such party. h. In no event shall any party be liable to any other party for special, (y) give Vendor and Participant sole control consequential, punitive, incidental, exemplary or similar damages or losses regardless of the defense grounds or nature of any claim asserted (including without limitation contract, xxxxxxx, xxxxxxxxxx, xxxx, xxxxxx liability or otherwise) and settlement whether or not the party seeking the indemnification was advised of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consentpossibility of the damage or loss asserted. Nothing in this Section 13 shall be construed in a manner inconsistent with Section 17(i) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseof the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to the management of assets of the Fund other than the Fund Account. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant Except as provided in the section titled Dispute Resolution, with respect to arbitration proceedings between Customer and Vendor shallPBB, jointly and severally, Customer agrees to indemnify, defend hold harmless, release, and hold harmless MLS GRID fully discharge PBB, its subsidiaries, business units, affiliates, parent companies, its predecessors and each MLS successors and each of their its respective employeesofficers, directors, officersexecutives, Contractors managers, members, managing members, employees, agents, legal counsel, shareholders, trustees, joint venturers, partners, successors and representatives (collectivelyassigns, "MLS GRID Indemnitees") past and present, from and against any all costs, losses, claims, actions, proceedings, demands, liabilities, and all Damages arising out suits of any Claims made kind or brought against MLS GRID Indemnitees nature, including reasonable attorney’s fees and costs which arise out of, or relate to, or are attributable to, all act or omission by a third party arising out PBB or Customer, including receipt of or relating failure to (i) a Claim that Vendor’s receive Alerts, any negligent or Participant’s use of or display intentional acts, emergency, services, and any act not authorized under the terms of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of In addition, Customer agrees that it will not assert any claim for indemnification under this Agreement (provided that failure against PBB, its subsidiaries, business units, affiliates, parent companies, past and present, its predecessors and successors and its respective officers, directors, executives, managers, members, managing members, employees, agents, legal counsel, shareholders, trustees, joint venturers, partners, successors and assigns, past and present, in any court of MLS GRID to notify Vendor law based upon or Participant does not release Vendor or Participant of its obligations hereunder except related to the extent Vendor and Participant are materially prejudiced thereby)Services, (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingEquipment, at Vendor’s and Participant’s expense. (b) Alerts, and/or Agreement. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYCONTRARY CONTAINED HEREIN AND WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES WILL PBB BE LIABLE TO VENDORCUSTOMER FOR ANY PURELY ECONOMIC LOSSES, PARTICIPANT INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, USE, INCOME, BUSINESS OPPORTUNITIES OR CUSTOMER GOODWILL, OR FOR ANY ANTICIPATORY, SPECIAL, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, DAMAGES RESULTING FROM OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant and Vendor shallCENTRALSQUARE SHALL INDEMNIFY, jointly and severallyDEFEND AND HOLD HARMLESS CUSTOMER FROM ANY AND ALL CLAIMS, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against any and all Damages arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID LAWSUITS OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGESLIABILITY, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATAATTORNEYS' FEES AND COSTS, UNDER, ALLEGEDLY ARISING OUT OF, IN CONNECTION WITH, OR RELATED INCIDENT TO ANY LOSS, DAMAGE OR INJURY TO PERSONS OR PROPERTY OR ARISING FROM A WRONGFUL OR NEGLIGENT ACT, ERROR OR OMISSION OF CENTRALSQUARE, ITS EMPLOYEES, AGENTS, CONTRACTORS, OR ANY SUBCONTRACTOR AS A RESULT OF CENTRALSQUARE’S OR ANY SUBCONTRACTOR’S PERFORMANCE PURSUANT TO THIS AGREEMENT; HOWEVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID CENTRALSQUARE SHALL NOT BE LIABLE REQUIRED TO PARTICIPANT, VENDOR OR ANY OTHER PERSON INDEMNIFY CUSTOMER FOR ANY CLAIM ARISING FROM CLAIMS OR ACTIONS CAUSED TO THE CONTENT EXTENT OF THE MLS GRID DATANEGLIGENCE OR WRONGFUL ACT OF CUSTOMER, INACCURACIES ITS EMPLOYEES, AGENTS, OR CONTRACTORS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE MLS GRID DATAFOREGOING, ANY FAILURE IF A CLAIM, LAWSUIT OR LIABILITY RESULTS FROM OR IS CONTRIBUTED TO UPDATE BY THE MLS GRID DATAACTIONS OR OMISSIONS OF CUSTOMER, OR ITS EMPLOYEES, AGENTS OR CONTRACTORS, CENTRALSQUARE’S OBLIGATIONS UNDER THIS PROVISION SHALL BE REDUCED TO THE EXTENT OF SUCH ACTIONS OR OMISSIONS BASED UPON THE PRINCIPLE OF COMPARATIVE FAULT. NOTWITHSTANDING THE FOREGOING, THE MLS GRID DATA’S INADEQUACY AGGREGATE LIABILITY OF CENTRALSQUARE FOR ANY PARTICULAR USEREASON AND UPON ANY CAUSE OF ACTION OF CLAIM, OR PARTICIPANTINCLUDING, WITHOUT LIMITATION, CENTRALSQUARE’S OR VENDOR’S USE OF OR INABILITY OBLIGATION TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS INDEMNIFY AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED HOLD HARMLESS UNDER THIS AGREEMENT, OR THAT SHALL BE LIMITED TO DIRECT DAMAGES WHICH SHALL NOT EXCEED (I) THE PROVISION AMOUNT OF THE MLS GRID DATA FEES ACTUALLY PAID BY CUSTOMER TO CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE (12) MONTHS INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEOTHER TORTS.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally8.1 DCI shall defend, indemnify, defend and hold harmless MLS GRID Visit Orlando and each MLS its affiliates and each of their respective employeesofficers, directors, officersemployees, Contractors agents, successors, and representatives (collectively, "MLS GRID Indemnitees") assigns from and against any and all Damages arising out losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of any Claims made or brought against MLS GRID Indemnitees by a third party whatever kind (including reasonable attorneys’ fees) arising out of or relating to resulting from: (ia) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor bodily injury, death of any claim for indemnification under this Agreement (provided that failure of MLS GRID person, or damage to notify Vendor real or Participant does not release Vendor tangible personal property resulting from DCI’s acts or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expense.omissions; (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYDCI’s breach of any representation, warranty, or obligation under this Agreement; or (c) Any material, including but not limited to Work Products, provided by DCI to Visit Orlando that infringes or misappropriates any patent, copyright, trademark, trade dress, trade secret or other intellectual, proprietary, privacy, or property right of any third party. 8.2 Visit Orlando may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to DCI. 8.3 IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES EITHER PARTY BE LIABLE TO VENDORFOR SPECIAL, PARTICIPANT OR ANY OTHER PERSONINDIRECT, FOR ANY INDIRECTINCIDENTAL, CONSEQUENTIAL, EXEMPLARYPUNITIVE OR EXEMPLARY DAMAGES INCLUDING, PUNITIVEWITHOUT LIMITATION, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR BUSINESS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES LOSS OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEDAMAGES. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDERBoth Parties total aggregate liability for any claim of any kind arising as a result of or related to this Agreement, ARISING OUT OFwhether based in contract, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATAwarranty, REGARDLESS OF THE FORM OF ACTIONor any other legal or equitable grounds, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENTshall be limited to the amounts of Fees paid by Visit Orlando for the particular project(s) which form(s) the basis of such claim. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. Notwithstanding the foregoing, these limits shall not apply to: (a) either Party’s indemnification obligations under this Agreement; (b) for the losses arising out of relating to either Party’s gross negligence or willful misconduct; (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEeither Party’s confidentiality obligations under this Agreement; and (d) either Party’s Intellectual Property infringement obligations under this Agreement.

Indemnification and Limitation of Liability. (a) Participant and Vendor shallSFD SHALL INDEMNIFY, jointly and severallyDEFEND AND HOLD HARMLESS WHITE CLAW AND ITS AFFILIATES, indemnifyAND ITS AND THEIR EMPLOYEES, defend and hold harmless MLS GRID and each MLS and each of their respective employeesOFFICERS, directorsDIRECTORS, officersPARTNERS, Contractors and representatives MEMBERS, EQUITYHOLDERS, AGENTS, CONTRACTORS AND REPRESENTATIVES (collectivelyCOLLECTIVELY, "MLS GRID IndemniteesWHITE CLAW GROUP") from and against any and all Damages claims, demands, causes of action, judgments, damages, suits, fines, fees, penalties, costs, losses, or expenses of any kind or character, including attorneys' fees and costs of defense (collectively, "Claims") relating to or arising out of any Claims made or brought against MLS GRID Indemnitees by a third party arising out of or relating to (i) a Claim that Vendor’s the NEGLIGENCE, gross negligence or Participant’s use willful misconduct of SFD, its Affiliates, or display its and their employees, officers, directors, partners, members, equityholders, agents, contractors and representatives (collectively, "SFD Group") in the performance of the MLS GRID Data infringes its obligations under this Agreement, or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s the material breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor Agreement by SFD, including, without limitation, the delivery of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested Off-spec Crude Petroleum by Vendor and Participant in writing, at Vendor’s and Participant’s expenseescondido. (b) WHITE CLAW SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS SFD GROUP FROM AND AGAINST ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF (I) THE NEGLIGENCE, GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF WHITE CLAW GROUP IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT, OR (II) THE MATERIAL BREACH OF THIS AGREEMENT BY WHITE CLAW, INCLUDING, WITHOUT LIMITATION, THE DELIVERY OF OFF-SPEC CRUDE PETROLEUM BY WHITE CLAW. (c) NOTWITHSTANDING ANYTHING HEREIN CONTAINED IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES EITHER PARTY BE LIABLE PURSUANT TO VENDORTHIS AGREEMENT, PARTICIPANT WHETHER IN WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER PERSONOTHERWISE, FOR ANY INDIRECTINCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, PUNITIVE, SPECIALOR INDIRECT DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, WITHOUT REGARD TO THE CAUSE(S) RELATED THERETO, INCLUDING, WITHOUT LIMITATION, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY PARTY, WHETHER IT BE SOLE, JOINT OR CONCURRENT, OR INCIDENTAL DAMAGESACTIVE OR PASSIVE; PROVIDED, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATAHOWEVER, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THAT ANY SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM LOSSES ACTUALLY PAID TO A THIRD PERSON (INCLUDING A GOVERNMENTAL AUTHORITY, BUT EXCLUDING ANY MEMBER OF THIS AGREEMENT UNDER, ARISING OUT OF, WHITE CLAW GROUP OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS ANY MEMBER OF THE FORM OF ACTION, WILL ESCONDIDO GROUP) BY A PARTY SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID INCLUDED IN THE TWELVE MONTHS PRIOR LOSSES RECOVERABLE BY SUCH PARTY ENTITLED TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALINDEMNIFICATION HEREUNDER. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant a. The Sub-Adviser agrees and Vendor shallundertakes to hold harmless, jointly indemnify and severally, indemnify, defend protect Great-West Funds and hold harmless MLS GRID the Adviser and each MLS and each of their respective employees, directors, officers, Contractors employees, agents, subsidiaries and representatives (collectively, "MLS GRID Indemnitees") affiliates from and against any and all Damages damage, loss, liability and expense (including without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) (each, a “Loss” and, collectively, the “Losses”) incurred or suffered by Great-West Funds or the Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Great-West Funds or the Adviser deemed to protect Great-West Funds or the Adviser against any liability to which Great-West Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of its obligations or duties under this Agreement or the Advisory Agreement. b. The Adviser agrees and undertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to carry out its obligations hereunder or thereunder), including the activities (or such omissions) of the Adviser’s directors, officers, employees, agents, subsidiaries and affiliates; provided, however, that in no event is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect the Sub-Adviser against any liability to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties under this Agreement. c. Great-West Funds and the Adviser, jointly and severally, agree to hold harmless the Sub-Adviser, its directors and officers, and each person, if any, who controls the Sub-Adviser within the meaning of either Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) or Section 20 of the 1934 Act from and against any and all Losses arising out of or based upon any Claims made untrue statement or brought alleged untrue statement of a material fact contained in the registration statement for Great-West Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Great-West Funds or the Adviser by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Great-West Funds and the Adviser, their directors and officers, and each person, if any, who controls Great-West Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Great-West Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by it which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against MLS GRID Indemnitees whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party arising out (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or relating in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (iincluding reasonable attorney’s fees and expenses) a Claim that Vendor’s or Participant’s use of or display incurred by the Indemnified Party in defending such Third Party Assertion between the date of the MLS GRID Data infringes commencement of such Third Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or misappropriates settle such third party’s intellectual property rights Third Party Assertion without the prior written consent of the Indemnifying Party and (ii) Vendor’s or Participant’s breach will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of this Agreementany such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. MLS GRID shall (x) promptly Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder receive such notice, except to the extent Vendor that (and Participant are only to such extent) the failure to receive notice materially prejudiced thereby)the rights of such party. h. In no event shall any party be liable to any other party for special, (y) give Vendor and Participant sole control consequential, punitive, incidental, exemplary or similar damages or losses regardless of the defense grounds or nature of any claim asserted (including without limitation contract, xxxxxxx, xxxxxxxxxx, xxxx, xxxxxx liability or otherwise) and settlement whether or not the party seeking the indemnification was advised of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consentpossibility of the damage or loss asserted. Nothing in this Section 13 shall be construed in a manner inconsistent with Section 17(i) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseof the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to the management of assets of the Fund other than the Fund Account. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. a. The Sub-Adviser agrees and undertakes to hold harmless, indemnify and protect Great-West Funds and the Adviser and their directors, officers, employees, agents, subsidiaries and affiliates from and against any and all damage, loss, liability and expense (aincluding without limitation reasonable attorneys’ fees and expenses in connection with any action, suit or proceeding) Participant (each, a “Loss” and, collectively, the “Losses”) incurred or suffered by Great-West Funds or the Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by Sub-Adviser, or (2) the activities (or omissions by the Sub-Adviser to carry out its obligations hereunder) of the Sub-Adviser under this Agreement, including the activities (or such omissions) of the Sub-Adviser’s directors, officers, employees, agents, subsidiaries, affiliates or any person or entity retained by Sub-Adviser to perform or assist in the performance of its obligations hereunder; provided, however, that in no event is Sub-Adviser’s indemnity in favor of Great-West Funds or the Adviser deemed to protect Great-West Funds or the Adviser against any liability to which Great-West Funds or the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of their duties or by reason of their reckless disregard of its obligations or duties under this Agreement or the Advisory Agreement. b. The Adviser agrees and Vendor shallundertakes to hold harmless, indemnify and protect the Sub-Adviser from and against any and all Losses incurred or suffered by Sub-Adviser as a result of (1) any breach of any representation or warranty, covenant or agreement made herein by the Adviser, or (2) the activities of the Adviser under this Agreement and the Advisory Agreement (or omissions by the Adviser to carry out its obligations hereunder or thereunder), including the activities (or such omissions) of the Adviser’s directors, officers, employees, agents, subsidiaries and affiliates; provided, however, that in no event is the Adviser’s indemnity in favor of the Sub-Adviser deemed to protect the Sub-Adviser against any liability to which the Sub-Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations or duties under this Agreement. c. Great-West Funds and the Adviser, jointly and severally, indemnify, defend and agree to hold harmless MLS GRID the Sub-Adviser, its directors and officers, and each MLS and each person, if any, who controls the Sub-Adviser within the meaning of their respective employeeseither Section 15 of the Securities Act of 1933, directorsas amended (the “1933 Act”) or Section 20 of the Securities Exchange Act of 1934, officers, Contractors and representatives as amended (collectively, "MLS GRID Indemnitees"the “1934 Act”) from and against any and all Damages Losses arising out of or based upon any Claims made untrue statement or brought alleged untrue statement of a material fact contained in the registration statement for Great-West Funds, or any amendment or supplement thereto, or in any preliminary prospectus, any other communication with investors or any other submissions to governmental bodies or self-regulatory agencies filed or distributed on or subsequent to the date first above-written (such documents being herein referred to as “Disclosure Documents”) or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any such untrue statement or omission or allegation thereof based upon information furnished in writing to Great-West Funds or the Adviser by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used, or which the Sub-Adviser had acknowledged was to be used, in the particular Disclosure Document. d. The Sub-Adviser agrees to indemnify and hold harmless Great-West Funds and the Adviser, their directors and officers, and each person, if any, who controls Great-West Funds or the Adviser within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act to the same extent as the foregoing indemnity from Great-West Funds and the Adviser to the Sub-Adviser in subsection (c), but only with respect to information furnished in writing by the Sub-Adviser which Great-West Funds or the Adviser had informed the Sub-Adviser was to be used in the Disclosure Documents. e. The party seeking indemnification hereunder (the “Indemnified Party”) agrees to give prompt written notice of any claims for indemnification (“Claims”) to the party against MLS GRID Indemnitees whom indemnity is sought (the “Indemnifying Party”), including any and all facts constituting the basis for such Claim. f. In the event of any Claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party arising out (a “Third Party Assertion”), the Indemnified Party shall promptly give written notice thereof to the Indemnifying Party. In the event of any such Claim resulting from or relating in connection with a Third Party Assertion, the Indemnifying Party shall assume the defense thereof, provided, however, that the Indemnifying Party shall first have agreed in writing that it does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of Claims attributable to such Third Party Assertion in accordance with the terms hereof. If an Indemnifying Party assumes the defense of any such Third Party Assertion, the Indemnifying Party shall be entitled to select counsel, which counsel shall be reasonably acceptable to the Indemnified Party, be obligated to pay the reasonable costs (iincluding reasonable attorney’s fees and expenses) a Claim that Vendor’s or Participant’s use of or display incurred by the Indemnified Party in defending such Third Party Assertion between the date of the MLS GRID Data infringes commencement of such Third Party Assertion and the date of the Indemnifying Party’s assumption of such defense, and take all steps necessary in the defense thereof; provided, further, that the Indemnified Party may, at its own expense, participate in any such proceeding with the counsel of its choice without any right of control thereof. g. So long as the Indemnifying Party is in good faith defending such Third Party Assertion, the Indemnified Party shall not compromise or misappropriates settle such third party’s intellectual property rights Third Party Assertion without the prior written consent of the Indemnifying Party and (ii) Vendor’s or Participant’s breach will cooperate with the Indemnifying Party and provide any information reasonably requested by the Indemnifying Party. If the Indemnifying Party does not assume the defense of this Agreementany such Third Party Assertion, the Indemnified Party shall take such steps as are necessary in the defense thereof in such manner as it may deem appropriate, including, but not limited to, settling such Third Party Assertion on such terms as the Indemnified Party may deem appropriate and the Indemnifying Party will promptly indemnify the Indemnified Party in accordance with the provisions hereof; provided, however, that if the Indemnifying Party does not consent in writing to any such settlement, and such written consent is not unreasonably withheld by the Indemnifying Party, the Indemnified Party shall not be entitled to indemnification hereunder from such Indemnifying Party with respect to the Third Party Assertion settled. MLS GRID shall (x) promptly Failure of any party hereto to give notice as required hereunder will not affect or diminish the indemnification obligations of the party entitled to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder receive such notice, except to the extent Vendor that (and Participant are only to such extent) the failure to receive notice materially prejudiced thereby)the rights of such party. h. In no event shall any party be liable to any other party for special, (y) give Vendor and Participant sole control consequential, punitive, incidental, exemplary or similar damages or losses regardless of the defense grounds or nature of any claim asserted (including without limitation contract, xxxxxxx, xxxxxxxxxx, xxxx, xxxxxx liability or otherwise) and settlement whether or not the party seeking the indemnification was advised of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consentpossibility of the damage or loss asserted. Nothing in this Section 13 shall be construed in a manner inconsistent with Section 17(i) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseof the 1940 Act. The Sub-Adviser shall have no responsibility under this Agreement with respect to the management of assets of the Fund other than the Fund Account. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARYi. Adviser and Great West Funds acknowledge and recognize that the Fund Account may not constitute all of the assets of the Fund and, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEEStherefore, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLEthe Sub-Adviser cannot be and is not responsible for diversifying all of the investments of Fund. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALAdviser and Great West Funds agree that the only responsibility which the Sub-Adviser shall have with respect to diversification shall be to diversify the assets held in the Fund Account within the purposes for which the Sub-Adviser was appointed so as to minimize risk of large losses in the Fund Account without regard to or consideration of any other assets which may be held in the Fund. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “ASj. the Sub-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NONAdviser shall not be bound by any amendment to the documents governing the Fund Account unless and until the Sub-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEAdviser is notified in writing of such amendment.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, indemnify, defend ITUNES will indemnify and hold harmless MLS GRID harmless, and each MLS upon COMPANY’S request, defend, COMPANY and each of its affiliates (and their respective employees, directors, officers, Contractors officers and representatives (collectively, "MLS GRID Indemnitees"employees) from and against any and all Damages losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees and costs) arising out of any Claims made or brought against MLS GRID Indemnitees a claim by a third party arising out of or relating to by reason of: (i) a Claim that Vendor’s or Participant’s any use of or display by ITUNES of the MLS GRID Data infringes COMPANY Content or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s Artwork in breach of this Agreement. MLS GRID shall ; (xii) promptly give notice to Participant and Vendor a breach of any warranty, representation, covenant or obligation of ITUNES under this Agreement; or (iii) any claim that the technology used by ITUNES in the Fulfillment Activities infringes the intellectual property rights of another party. ITUNES will reimburse COMPANY and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnification under this Agreement (Section 15, provided that failure COMPANY obtains ITUNES’ written consent prior to making such payments. COMPANY shall promptly notify ITUNES of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor any such claim, and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole ITUNES may assume control of the defense and or settlement of such claim. COMPANY shall have the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingright, at Vendor’s and Participant’s its expense, to participate in the defense thereof under ITUNES’ direction. (b) NOTWITHSTANDING ANYTHING HEREIN COMPANY will indemnify and hold harmless, and upon ITUNES’ request, defend, ITUNES and its affiliates and contractors (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) arising out of a claim by a third party by reason of: (i) a breach of any warranty, representation, covenant or obligation of COMPANY under this Agreement; or (ii) excluding the rights that ITUNES is responsible for under Section 4(b), any claim that any COMPANY Content, Artwork, metadata or any other materials provided or authorized by or on behalf of COMPANY hereunder or ITUNES’ use thereof violates or infringes the rights of another party. COMPANY will reimburse ITUNES and its affiliates on demand for any payments actually made in resolution of any liability or claim that is subject to indemnification under this Section 15, provided that ITUNES obtains COMPANY’s written consent prior to making such payments. ITUNES shall promptly notify COMPANY of any such claim, and COMPANY may assume control of the defense or settlement of such claim. ITUNES shall have the right, at its expense, to participate in the defense thereof under COMPANY’s direction. (c) EXCEPT PURSUANT TO THE CONTRARYAN EXPRESS INDEMNITY OBLIGATION, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES EITHER PARTY BE LIABLE TO VENDOR, PARTICIPANT OR ANY THE OTHER PERSON, PARTY FOR ANY INDIRECT, CONSEQUENTIALINCIDENTAL, EXEMPLARY, PUNITIVE, SPECIAL, CONSEQUENTIAL OR INCIDENTAL SPECIAL DAMAGES, INCLUDING DAMAGES FOR LOST LOSS OF PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENTPUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERALTHEIR POSSIBILITY. (cd) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR NO WARRANTY OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIESTERM, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING AS TO THE MERCHANTABILITYCONDITION, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, DURABILITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT PURPOSE OF THE MLS GRID DATA ONLINE STORE, THE SECURITY SOLUTION, OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENTELEMENTS OF THE FOREGOING IS GIVEN TO, OR THAT THE PROVISION OF THE MLS GRID DATA SHOULD BE ASSUMED BY, COMPANY, AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREEANY SUCH WARRANTIES AND TERMS ARE HEREBY EXCLUDED.

Indemnification and Limitation of Liability. (a) Participant and Vendor shall, jointly and severally, 5.1 The Parties shall indemnify, defend and hold harmless MLS GRID each other and each MLS and each of their respective employees, directorsAffiliates, officers, Contractors employees and representatives (collectively, "MLS GRID Indemnitees") agents harmless from and against any and all Damages losses, costs, damages, fees or expenses, including but not limited to claims on patent infringement and / or infringement of any third party intellectual property rights, as well as product liability claims, complaints or procedures, relating to the Product or otherwise caused by the Services or the Additional Services. (“Losses”) incurred in connection with or arising out of any: (i) Third Party claims, demands, suits, proceedings or causes of actions (“Claims”) to the extent arising out of the breach of any Party to provisions of this Agreement; (ii) Third Party Claims to the extent arising out of any Claims neglicence or willful misconduct of the Parties in the performance of any obligations under this Agreement. Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. COMMERCIAL SUPPLY AND SERVICES AGREEMENT - DRUG SUBSTANCE 5.2 All indemnification claims in respect of any person seeking indemnification (collectively the “Indemnitees” and each an “Indemnitee”) under section 5.1 shall be made by the corresponding Party (the “Indemnified Party”). The Indemnified Party shall give to the other Party (the “Indemnifying Party”) prompt written notice (“Indemnification Claim Notice”) of any Losses or brought against MLS GRID Indemnitees the discovery of any fact upon which such Indemnified Party intends to base an indemnification request pursuant to clause 5.1. Each Indemnification Claim Notice must contain a description of the Claim and the nature and the amount of such Loss (to the extent that the nature and the amount are known at such time). Together with the Indemnification Claim Notice, the Indemnified Party shall furnish promptly to the Indemnifying Party copies of all the notices and documents (including court papers) received by any Indemnitee in connection with the Third Party Claim. The Indemnifying Party shall not be obligated to indemnify the Indemnified Party to the extent any admission or statement made by the Indemnified Party materially prejudices the defence of such Third Party Claim. Where required the Indemnifying Party shall promptly send a third party copy of the Indemnification Claim Notice to its relevant insurers and shall permit them to exercise rights of subrogation. 5.3 At its option the Indemnifying Party may assume control of the defence of any Third Party Claim by giving written notice to the Indemnified Party within [***] Business Days after the Indemnifying Party’s receipt of an Indemnification Claim Notice. 5.4 If the Indemnifying Party chooses not to take control of the defence or prosecute any Third Party Claim, the Indemnified Party shall retain control of the defence thereof, but no Indemnified Party or Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. 5.5 Xxxxxxxxxx excludes any liability for punitive or exemplary damages, recall costs or loss of profit or indirect or consequential damages or damages on Customer Material provided that they do not depend on any wilful misconduct, gross negligence or breach of any provision of this Agreement. 5.6 The Parties overall liability, including the obligation to indemnify, arising out of or relating in connection with this Agreement, whether in contract or tort, statutory or otherwise is limited to (i) a Claim that Vendor’s or Participant’s use the amount of or display [***] of the MLS GRID Data infringes [***]. This limitation does not apply in case of liability arising out of willful misconduct or misappropriates such third party’s intellectual property rights and (ii) Vendor’s gross negligence of any of the party including death or Participant’s breach personal injury resulting from its negligence, or any liability for fraud, fraudulent misrepresentation or any other liability that cannot be restricted by law. 5.7 If Xxxxxxxxxx’x cooperation is required in administrative procedures, especially in procedures of admission, customs or of importation, Customer indemnifies Xxxxxxxxxx from any liability which may arise out of this Agreementcooperation. MLS GRID shall (x) promptly give notice to Participant That applies, Certain information in this document has been omitted and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the extent Vendor and Participant are materially prejudiced thereby)omitted portions marked [***]. COMMERCIAL SUPPLY AND SERVICES AGREEMENT - DRUG SUBSTANCE in particular, (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writingcases, where Xxxxxxxxxx, on Customer’s request, makes statements or applications at Vendor’s and Participant’s expenseor towards governmental authorities or where Xxxxxxxxxx participates in making those statements or applications. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.

Indemnification and Limitation of Liability. (a) Participant a. Products and Vendor shallSupport are not specifically designed, jointly manufactured or intended as parts, components or assemblies for the planning, construction, maintenance, or direct operation of a nuclear facility and severally, indemnify, defend and hold harmless MLS GRID and each MLS and each of their respective employees, directors, officers, Contractors and representatives (collectively, "MLS GRID Indemnitees") from and against HP disclaims any and all Damages arising out liability for the use of HP Products in a nuclear facility. You agree to indemnify and hold HP harmless from all loss, damage, expense or liability in connection with such use. b. EXCEPT FOR CLAIMS UNDER SECTION 10 (INTELLECTUAL PROPERTY INDEMNIFICATION) OR DAMAGES FOR BODILY INJURY OR DEATH AND FOR ANY OTHER CLAIM WHICH CAN NOT BE EXCLUDED BY APPLICABLE LAW, HP’S MAXIMUM LIABILITY UNDER THIS AGREEMENT IS US$1,000,000 PER INCIDENT. NOTWITHSTANDING THE FOREGOING, IN NO EVENT IS HP LIABLE TO YOU FOR ANY AND ALL DAMAGES FROM BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF PROFITS OR REVENUE, COST OF CAPITAL, OR LOSS OF USE OF ANY PROPERTY OR CAPITAL NOR FOR ANY (OTHER) SPECIAL, INDIRECT, INCIDENTAL, STATUTORY, PUNITIVE OR CONSEQUENTIAL DAMAGES. TO THE EXTENT ALLOWED BY APPLICABLE LAW, THESE LIMITATIONS APPLY REGARDLESS OF THE BASIS OF LIABILITY, INCLUDING NEGLIGENCE, MISREPRESENTATION, BREACH OF ANY KIND, OR ANY OTHER CLAIMS IN CONTRACT, TORT OR OTHERWISE. c. You are solely responsible for your acts, omissions, obligations, representations, or misrepresentations in providing your services to Customers. You agree to defend, indemnify and hold us harmless against all claims, lawsuits, liabilities, losses, damages, costs and expenses (including reasonable attorney and expert witness fees), as a result of any Claims made or brought against MLS GRID Indemnitees claims by a third party Customers, arising out of or relating in connection with your acts, omissions, obligations, representations, or misrepresentations in connection with your provision of services or services offerings; or reselling of HP Products and Support to (i) a Claim that Vendor’s or Participant’s use of or display of the MLS GRID Data infringes or misappropriates such third party’s intellectual property rights and (ii) Vendor’s or Participant’s breach of this Agreement. MLS GRID shall (x) promptly give notice to Participant and Vendor of any claim for indemnification under this Agreement (provided that failure of MLS GRID to notify Vendor or Participant does not release Vendor or Participant of its obligations hereunder except to the extent Vendor and Participant are materially prejudiced thereby), (y) give Vendor and Participant sole control of the defense and settlement of the Claim against MLS GRID (except that neither Vendor nor Participant may settle any Claim without first receiving MLS GRID's prior written consent) and (z) give Vendor and Participant all assistance reasonably requested by Vendor and Participant in writing, at Vendor’s and Participant’s expenseCustomers. (b) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT SHALL MLS GRID OR ANY OF ITS RESPECTIVE EMPLOYEES, DIRECTORS, OFFICERS, CONTRACTORS OR REPRESENTATIVES BE LIABLE TO VENDOR, PARTICIPANT OR ANY OTHER PERSON, FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, OR INCIDENTAL DAMAGES, INCLUDING DAMAGES FOR LOST PROFITS OR LOSS OF DATA, UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH POSSIBILITY WAS REASONABLY FORESEEABLE. MLS GRID’S AGGREGATE AND TOTAL LIABILITY DURING AND AFTER THE TERM OF THIS AGREEMENT UNDER, ARISING OUT OF, OR RELATED TO THIS AGREEMENT OR THE MLS GRID DATA, REGARDLESS OF THE FORM OF ACTION, WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY VENDOR AND PARTICIPANT TO MLS GRID IN THE TWELVE MONTHS PRIOR TO THE DATE OF THE FIRST CLAIM MADE AGAINST MLS GRID UNDER THIS AGREEMENT. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN THE PARTIES. ALL LIABILITY OF PARTICIPANT AND VENDOR TO MLS GRID UNDER THIS AGREEMENT SHALL BE JOINT AND SEVERAL. (c) PARTICIPANT AND VENDOR ACKNOWLEDGE THAT MLS GRID PROVIDES THE MLS GRID DATA ON AN “AS- IS,” “AS-AVAILABLE” BASIS. MLS GRID SHALL NOT BE LIABLE TO PARTICIPANT, VENDOR OR ANY OTHER PERSON FOR ANY CLAIM ARISING FROM THE CONTENT OF THE MLS GRID DATA, INACCURACIES IN THE MLS GRID DATA, ANY FAILURE TO UPDATE THE MLS GRID DATA, THE MLS GRID DATA’S INADEQUACY FOR ANY PARTICULAR USE, OR PARTICIPANT’S OR VENDOR’S USE OF OR INABILITY TO USE THE MLS GRID DATA. EXCEPT AS STATED IN SECTION IV, MLS GRID EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING THE MERCHANTABILITY, SUITABILITY, TITLE, ORIGINALITY, SATISFACTORY QUALITY, OR FITNESS FOR A PARTICULAR USE OR PURPOSE, NON-INFRINGEMENT OR RESULTS TO BE DERIVED FROM THE USE OF OR RECEIPT OF THE MLS GRID DATA OR ANY OTHER MATERIALS PROVIDED UNDER THIS AGREEMENT, OR THAT THE PROVISION OF THE MLS GRID DATA AND DATA INTERFACE WILL BE SECURE, UNINTERRUPTED OR ERROR FREE.