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REV: 12-20-24 MI <br />FOR IN THIS AGREEMENT (AND <br />WITHOUT LIMITING REMEDIES TO <br />WHICH UTILITY MAY BE ENTITLED <br />UNDER THE SERVICE LEVEL <br />AGREEMENT, IF APPLICABLE), <br />DROPCOUNTR HEREBY DISCLAIMS, TO <br />THE MAXIMUM EXTENT PERMISSIBLE <br />UNDER APPLICABLE LAW, ANY AND ALL <br />EXPRESS OR IMPLIED WARRANTIES <br />WITH RESPECT TO THE PLATFORM <br />SERVICES AND IMPLEMENTATION <br />SERVICES. DROPCOUNTR DOES NOT <br />REPRESENT THAT UTILITY’S OR ANY <br />CUSTOMER’S USE OF THE PLATFORM <br />SERVICES WILL BE SECURE, TIMELY, <br />UNINTERRUPTED OR ERROR-FREE, OR <br />THAT THE PLATFORM SERVICES WILL <br />MEET UTILITY’S OR ANY CUSTOMER’S <br />REQUIREMENTS, OR THAT ALL ERRORS <br />IN THE PLATFORM SERVICES WILL BE <br />CORRECTED OR THAT THE SYSTEM <br />THAT MAKES THE PLATFORM SERVICES <br />AVAILABLE WILL BE FREE OF VIRUSES <br />OR OTHER HARMFUL COMPONENTS. <br />EXCEPT AS EXPRESSLY <br />PROVIDED FOR IN THIS AGREEMENT <br />(AND WITHOUT LIMITING REMEDIES TO <br />WHICH UTILITY MAY BE ENTITLED <br />UNDER THE SERVICE LEVEL <br />AGREEMENT, IF APPLICABLE), THE <br />PLATFORM SERVICES AND <br />IMPLEMENTATION SERVICES ARE <br />PROVIDED TO UTILITY ON AN “AS IS” <br />AND “AS AVAILABLE” BASIS AND ARE <br />FOR INTERNAL COMMERCIAL USE <br />ONLY. UTILITY ASSUMES ALL <br />RESPONSIBILITY FOR DETERMINING <br />WHETHER THE PLATFORM SERVICES <br />ARE ACCURATE OR SUFFICIENT FOR <br />UTILITY’S PURPOSES. <br />1.49.INDEMNIFICATION. Utility will <br />indemnify, defend and hold harmless <br />Dropcountr, its affiliates, managers, <br />directors, employees, representatives, and <br />agents, against any damages awarded by a <br />court in connection with claims, demands, <br />suits or proceedings made or brought by a <br />third party arising from or related to (i) any <br />claim that the Utility Data, Customer Data, <br />or any other data provided or made <br />available by Utility hereunder infringes on <br />the intellectual property rights of any third <br />party or was provided by Utility without such <br />party’s consent. <br />1.50.LIMITATION OF LIABILITY <br />1.51.Wavier of Certain Damages. TO THE <br />MAXIMUM EXTENT PERMITTED BY LAW, <br />BUT EXCEPT WITH RESPECT TO ANY <br />BREACH OF THE PARTIES’ <br />OBLIGATIONS UNDER SECTION 10, 11 <br />AND 22 OF THE AGREEMENT AND, <br />SECTION 1.43 OR SECTION 1.17 OF <br />THESE TERMS, AND WITHOUT LIMITING <br />UTILITY’S OBLIGATIONS UNDER <br />SECTION 1.49 OF THESE TERMS, <br />NEITHER PARTY SHALL BE LIABLE FOR <br />CONSEQUENTIAL, INCIDENTAL, <br />INDIRECT, SPECIAL, PUNITIVE OR <br />OTHER DAMAGES, OR FOR LOST <br />PROFITS, BUSINESS INTERRUPTION, , <br />EVEN IF ADVISED OF THE POSSIBILITY <br />OF SUCH DAMAGES. <br />1.52.Liability Cap. TO THE MAXIMUM <br />EXTENT PERMITTED BY LAW, BUT <br />EXCEPT WITH RESPECT TO ANY <br />BREACH OF DROPCOUNTR’S <br />OBLIGATIONS UNDER SECTION 10, 11 <br />AND 22 OF THE AGREEMENT AND, <br />SECTION 1.43 OF THESE TERMS, THE <br />TOTAL LIABILITY OF DROPCOUNTR FOR <br />DAMAGES ARISING FROM OR RELATED <br />TO THIS AGREEMENT SHALL NOT <br />EXCEED THE AGGREGATE AMOUNT OF <br />FEES PAID BY UTILITY TO DROPCOUNTR <br />UNDER THIS AGREEMENT. <br />1.53.THE LIMITATION ON LIABILITY SET <br />FORT IN SECTION 1.51 AND THE <br />LIABILITY CAP SET FORTH IN SECTION <br />1.52 SHALL NOT OPERATE TO LIMIT THE <br />PROCEEDS PAYABLE FROM ANY <br />INSURANCE COVERAGE REQUIRED OF <br />DROPCOUNTR PURSUANT TO EXHIBIT E <br />OF THE AGREEMENT AND ANY <br />DEFENSE OR INDEMNIFICATION <br />OBLIGATION OF DROPCOUNTR <br />PURSUANT TO SECTIONS 21, 23 AND 24 <br />OF THE AGREEMENT. <br />1.54.MISCELLANEOUS <br />1.55.Force Majeure. Neither party shall be <br />liable for any delay or failure in performance <br />(other than non-payment of amounts owing) <br />due to causes beyond its reasonable control. <br />ATTY/AGR.2024.239/Dropcountr, Inc. (Dropcountr) (Page 22 of 28)