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REV: 07-22-24 MI
<br />6.LIMITATION OF LIABILITY
<br />6.1 IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, NOR ORACLE BE LIABLE FOR ANY
<br />INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR
<br />ANY LOSS OF REVENUE OR PROFITS, DATA, OR DATA USE, SALES, GOODWILL, OR REPUTATION.
<br />6.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF ORACLE AND ORACLE'S AFFILIATES OR
<br />CHERRYROAD ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER
<br />IN CONTRACT OR TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNTS ACTUALLY PAID TO
<br />ORACLE OR CHERRYROAD FOR THE SERVICES UNDER THE ORDER GIVING RISE TO THE LIABILITY
<br />IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH
<br />LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED UNDER SUCH ORDER.
<br />7.INDEMNIFICATION
<br />7.1 If a third party makes a claim against either You or Oracle (“Recipient” which may refer to You or Oracle
<br />depending upon which party received the Material), that any information, design, specification, instruction,
<br />software, service, data, hardware, or material (collectively, “Material”) furnished by either You or Oracle
<br />(“Provider” which may refer to You or Oracle depending on which party provided the Material) and used by the
<br />Recipient infringes the third party's intellectual property rights, the Provider, at the Provider's sole cost and
<br />expense, will to the extent not prohibited by law, defend the Recipient against the claim and indemnify the
<br />Recipient from the damages, liabilities, costs and expenses awarded by the court to the third party claiming
<br />infringement or the settlement agreed to by the Provider, if the Recipient does the following:
<br />a.notifies the Provider promptly in writing, not later than 30 days after the Recipient receives notice of the
<br />claim (or sooner if required by applicable law);
<br />b.gives the Provider sole control of the defense and any settlement negotiations, to the extent not
<br />prohibited by law; and
<br />c.gives the Provider the information, authority and assistance the Provider needs to defend against or
<br />settle the claim.
<br />7.2 If the Provider believes or it is determined that any of the Material may have violated a third party's
<br />intellectual property rights, the Provider may choose to either modify the Material to be non-infringing (while
<br />substantially preserving its utility or functionality) or obtain a license to allow for continued use, or if these
<br />alternatives are not commercially reasonable, the Provider may end the license for, and require return of, the
<br />applicable Material and refund any unused, prepaid fees the Recipient may have paid to the other party for
<br />such Material. If such return materially affects Oracle's ability to meet its obligations under the relevant order,
<br />then Oracle may, upon 30 days prior written notice, terminate the order. If such Material is third party
<br />technology and the terms of the third party license do not allow Oracle to terminate the license, then Oracle
<br />may, upon 30 days prior written notice, end the Services associated with such Material and refund to
<br />CherryRoad, and CherryRoad will in turn refund to You any unused, prepaid fees for such Services.
<br />7.3 The Provider will not indemnify the Recipient if the Recipient (a) alters the Material or uses it outside the
<br />scope of use identified in the Provider's user or program documentation or Service Specifications, or
<br />(b) uses a version of the Material which has been superseded, if the infringement claim could have been
<br />avoided by using an unaltered current version of the Material which was made available to the Recipient. The
<br />Provider will not indemnify the Recipient to the extent that an infringement claim is based upon any Material
<br />not furnished by the Provider. Oracle will not indemnify You to the extent that an infringement claim is based
<br />on Third Party Content or any Material from a third party portal or other external source that is accessible or
<br />made available to You within or by the Services (e.g., a social media post from a third party blog or forum, a
<br />third party Web page accessed via a hyperlink, marketing data from third party data providers, etc.).
<br />ATTY/AGR.2024/Amend. No.6/CherryRoad Technologies Inc. (Amendment No.6) (Page 7 of 16)
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