7. WARRANTIES AND DISCLAIMER

7.1. DataLexing Warranty

DataLexing warrants that it will provide the Services in substantial conformity with the applicable Documentation and the descriptions in the Order Form. DataLexing's entire liability (and Customer's sole and exclusive remedy) for any breach of this warranty shall be, in DataLexing's sole and reasonable discretion and at no charge to Customer, to use commercially reasonable efforts to provide Customer with an error correction or work-around that corrects the reported non-conformity, or if DataLexing determines such remedy to be impracticable, to allow Customer to terminate the Order Form for any portion of the Services affected by such breach and receive as its sole remedy and DataLexing's entire liability, a refund of any unused fees prepaid by Customer for use of the Services that it has not received as of the date of the warranty claim. The warranty set forth in this Section shall not apply: (a) unless Customer makes a claim within thirty (30) days of the date on which Customer first becomes aware of the non-conforming condition; (b) if the error was caused by misuse, unauthorized modifications, or third-party hardware, software, or services; or (c) to Trial Features or other Services provided on a no-charge or evaluation basis.

7.2. Customer Warranties

Customer warrants that: (a) Customer's use of the Services and all Customer Data is and will at all times be compliant with Customer's privacy policies and all applicable local, national, and international laws, regulations, and conventions, including, without limitation, those related to data privacy, international communications, and the exportation of technical or personal data; (b) Customer has sufficient rights in the Customer Data to grant the rights granted to DataLexing in Section 2.2; and (c) the Customer Data does not infringe upon, misappropriate, or otherwise violate the rights of any third party.

7.3. Warranty Disclaimer

EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 7.1 OF THIS AGREEMENT, THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. DATALEXING AND ITS SUPPLIERS EACH EXPRESSLY DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF COMPLIANCE WITH LAWS, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE.

8. INDEMNIFICATION

8.1. Indemnification by DataLexing

DataLexing shall defend Customer from and against any claims by a third party alleging that the Services, when used in accordance with the terms of this Agreement, infringe a patent, copyright, or trademark, and will indemnify and hold harmless Customer from and against any costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and costs) resulting from such claim. If Customer's use of any Services is, or in DataLexing's opinion is likely to be, enjoined or subject to a claim for infringement, or if required by settlement, DataLexing may, in its sole and reasonable discretion: (a) substitute substantially functionally similar products or services; (b) procure for Customer the right to continue using the Services; or, if (a) and (b) are commercially impracticable in DataLexing's sole judgment, (c) terminate the applicable Order Form or this Agreement and refund to Customer any unused fees prepaid by Customer for the terminated period. Notwithstanding the foregoing, DataLexing shall have no liability under this Section, and no obligation to indemnify Customer, for any claim to the extent it arises from: (i) any modification of the Services other than by DataLexing or explicitly permitted by DataLexing; (ii) access to or use of the Services in combination with any materials or services not provided by DataLexing or specified in the Documentation; (iii) Customer's breach of this Agreement, or use of the Services in breach of this Agreement or in violation of applicable law; (iv) Customer Data; or (v) Customer's fraud or willful misconduct. THIS SECTION 8.1 SETS FORTH DATALEXING'S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.

8.2. Indemnification by Customer

Customer shall defend DataLexing from and against any claims by a third party arising from or relating to (a) Customer Data or (b) Customer's use of the Services in breach of Section 1.6 (Acceptable Use and Usage Restrictions), and will indemnify and hold harmless DataLexing from and against any costs, damages, losses, liabilities, and expenses (including reasonable attorneys' fees and costs) resulting from such claim; provided, however, that Customer shall have no liability under this Section, and no obligation to indemnify DataLexing, for any claim to the extent it arises from DataLexing's breach of this Agreement.

8.3. Indemnification Procedures

If a party entitled to indemnification becomes aware of any indemnifiable claim, the indemnified party will provide the indemnifying party with: (a) prompt written notice of such claim such that the indemnifying party has sufficient time to respond without material prejudice; (b) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of such claim (as long as such settlement releases the indemnified party from any and all liability); and (c) all reasonable cooperation assisting the indemnifying party's investigation, defense, and settlement of such matter requested by the indemnifying party.

9. LIMITATION OF LIABILITY

EXCEPT WITH RESPECT TO EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATION): (A) NEITHER PARTY SHALL BE LIABLE, UNDER ANY LEGAL OR EQUITABLE THEORY OF LAW, WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, AND ANTICIPATED SAVINGS OR DATA, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE; AND (B) EACH PARTY'S AGGREGATE LIABILITY FOR ANY AND ALL DAMAGES AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE USE OF OR THE INABILITY TO USE THE SERVICES SHALL IN NO EVENT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO DATALEXING OR TO A DATALEXING PARTNER DURING THE TWELVE (12) MONTH PERIOD PRIOR TO WHEN THE CLAIM AROSE, PROVIDED THAT THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY APPLICABLE LAW, AND SHALL NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THE "FEES AND PAYMENT" SECTION ABOVE.

10. CONFIDENTIAL INFORMATION

10.1. Definition

"Confidential Information" means information disclosed by one party (the "Discloser") to the other (the "Recipient") that is marked as confidential or proprietary, or that reasonably should be understood to be confidential or proprietary, including Confidential Information disclosed prior to the Effective Date. All DataLexing Technology, performance information relating to the Services, and the terms and conditions of this Agreement and each Order Form (including the fees and pricing information) shall be deemed Confidential Information of DataLexing without any marking or further designation. Notwithstanding anything in this Agreement, Confidential Information does not include information that the Recipient already lawfully knew, becomes public through no fault of the Recipient, was independently developed by the Recipient without any reference to or use of Confidential Information, or was rightfully obtained by the Recipient from a third party.

10.2. Obligations

The Recipient will use reasonable care to protect the Discloser's Confidential Information, and will use the Discloser's Confidential Information only for its internal business purposes, to exercise its rights and fulfill its obligations under the Agreement (including, in DataLexing's case, to provide the Services to Customer), and to explore potential business transactions with the Discloser. The Recipient will not disclose Confidential Information except to its Affiliates, employees, agents, professional advisors, and contractors ("Representatives") who need to know it and have agreed in writing to keep it confidential. The Recipient will ensure that its Representatives are subject to confidentiality obligations that are no less restrictive than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser's Confidential Information: (a) if directed to do so by the Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser's reasonable efforts to obtain confidential treatment. With respect to each Order Form, the obligations set forth in this Section will survive for the duration of the Service Term set forth therein and three (3) years following the expiration or termination thereof. Unauthorized disclosure of Confidential Information may cause harm not compensable by damages, and the Discloser may seek injunctive or equitable relief in a court of competent jurisdiction, without posting a bond, to protect its Confidential Information.

11. SECURITY

11.1. DataLexing Security Measures

DataLexing has implemented and will maintain appropriate physical, technical, and administrative safeguards to protect the security and integrity of the Services and Customer Data as described in DataLexing's Information Security Standards, which are incorporated herein by reference. DataLexing has established and maintains sufficient controls to meet certification and attestation for the objectives stated in ISO 27001, ISO 27701, and SOC II Type II (or equivalent standards) with respect to the Services. Upon Customer's written request (email to suffice), DataLexing will provide to Customer for review a copy of DataLexing's most recent annual SOC II Type II audit results, and a copy of its then-current ISO 27001 and ISO 27701 certificates, which shall be considered DataLexing's Confidential Information.

11.2. Two-Factor Authentication

The Services support log-in using two-factor authentication ("2FA"), which is known to materially reduce the risk of unauthorized use of or access to the Services. Accordingly, notwithstanding anything to the contrary, DataLexing will not be responsible for any damages, losses, or liability to Customer, Permitted Users, or anyone else if any event leading to such damages, losses, or liability would have been prevented by the use of 2FA.

12. DATA PROCESSING

DataLexing uses certain "personal data," "personal information," or "sensitive data" (as defined in the General Data Protection Regulation (Regulation (EU) 2016/679) ("GDPR") and the California Consumer Privacy Act of 2018, as amended ("CCPA")) ("Personal Data") to operate, develop and improve the Services, as detailed in DataLexing's privacy policy. For Customer Data constituting Personal Data that DataLexing processes to provide the Services, where DataLexing acts as a "data processor" (for the purposes of GDPR) or a "service provider" (for purposes of CCPA), the parties agree to comply with the provisions of any Data Processing Addendum between them ("DPA"). Customer may access and execute a DPA by filling out the form accessible from DataLexing. In the event of any conflict between DataLexing's privacy policy and a DPA, the DPA shall govern.

13. COMPLIANCE WITH LAWS

13.1. General Compliance

DataLexing shall comply with any applicable laws and regulations to the extent applicable to DataLexing's provision of the Services to its customers generally (i.e., without regard for Customer's particular use of the Services), as well as any laws and regulations applicable to this Agreement under, and subject to, the terms of any DPA. For clarity, DataLexing shall not be responsible for Customer's compliance with any laws and regulations specific to Customer or its industry.

13.2. Anti-Corruption and Bribery

Neither party has received or been offered, directly or indirectly, any illegal or improper bribe, kickback, payment, gift, or other thing of value from an employee or agent of the other party in connection with this Agreement, other than reasonable and customary gifts and entertainment provided in the ordinary course of business. Moreover, neither party will take any action that would cause either party to be in violation of any anti-bribery or anti-corruption laws, including without limitation the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, and any other applicable anti-bribery or anti-corruption law or regulation.

13.3. Export and Sanctions Compliance

Each party shall comply with all applicable export and re-export control and trade and economic sanctions laws, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control ("OFAC"), and the International Traffic in Arms Regulations maintained by the U.S. State Department. Neither party, nor any of its subsidiaries or any person acting on its behalf or owning 50% or more of its equity securities or other equivalent voting interests, is: (a) a person on the List of Specially Designated Nationals and Blocked Persons or any other list of sanctioned persons administered by OFAC or any other governmental entity; or (b) located within or a resident of, or a segment of the government of, any country or territory for which the United States maintains trade and economic sanctions or embargoes.

14. PUBLICITY

Except as otherwise agreed in writing (email to suffice), neither party may use the other party's name, logo, trademarks, designs, service marks, or other brand assets ("Marks") without such party's written approval in each case, except that DataLexing may identify Customer as a DataLexing customer, and may include Customer's name and logo, on DataLexing's website, in press releases or statements to the media, and in marketing and promotional materials, in each case in accordance with any branding guidelines provided by Customer. Customer may opt out of such use of its name and logo by emailing DataLexing at support@DataLexing.com at any time. Any use by Customer of DataLexing's Marks is subject to DataLexing's Trademark Guidelines.