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<br />actual attorneys’fees and the costs of enforcing any right to indemnification under this Agreement
<br />(collectively,“Losses”),arising out of or relating to (a)any negligent or more culpable act or omission
<br />by Customer or any Authorized Users in connection with use of the Services;(b)Customer’s or any
<br />Authorized User’s use of the Services or Polco Materials other than as expressly allowed by this
<br />Agreement;and (c)Customer’s or any Authorized User’s breach of this Agreement;.Customer shall
<br />inform Polco as soon as practicable of any claim or action alleging such infringement or unauthorized
<br />disclosure,and shall not settle any claim or action unless Polco consents to such settlement in
<br />writing.
<br />(b)Polco shall indemnify,hold harmless and defend Customer and its affiliates and their
<br />respective officers,directors,employees,agents,successors and assigns from and against any and
<br />all Losses arising out of or relating to (a)any negligent or more culpable act or omission by Polco in
<br />connection with the Services,(b)Polco’s breach of this Agreement,and (c)any actual or alleged
<br />infringement of a third party’s Intellectual Property Rights from the use of the Services or Polco
<br />Materials.Polco shall inform Customer as soon as practicable of any claim or action alleging such
<br />infringement or unauthorized disclosure,and shall not settle any claim or action unless Customer
<br />consents to such settlement in writing.
<br />10.Mitigation.
<br />10.1.Mitigation.If any of the Services or Polco Materials are,or in Polco's opinion are likely to
<br />be,claimed to infringe,misappropriate or otherwise violate any third-party Intellectual Property Right,or if
<br />Customer's or any Authorized User's use of the Services or Polco Materials is enjoined or threatened to
<br />be enjoined,Polco may,at its option and sole cost and expense:(a)obtain the right for Customer to
<br />continue to use the Services and Polco Materials materially as contemplated by this Agreement;(b)
<br />modify or replace the Services and Polco Materials,in whole or in part,to make the Services and Polco
<br />Materials non-infringing,or (c)by written notice to Customer,terminate this Agreement with respect to all
<br />or part of the Services and Polco Materials,and require Customer to immediately cease any use of the
<br />Services and Polco Materials or any specified part or feature thereof.THIS SECTION 10.1 SETS FORTH
<br />CUSTOMER'S SOLE REMEDIES AND POLCO’S SOLE LIABILITY AND OBLIGATION FOR ANY
<br />ACTUAL,THREATENED OR ALLEGED CLAIMS THAT THIS AGREEMENT OR ANY SUBJECT
<br />MATTER HEREOF (INCLUDING THE SERVICES AND POLCO MATERIALS)INFRINGES,
<br />MISAPPROPRIATES OR OTHERWISE VIOLATES ANY THIRD PARTY INTELLECTUAL PROPERTY
<br />RIGHT.
<br />11.Limitations of Liability.
<br />11.1.EXCLUSION OF DAMAGES.EXCEPT FOR BREACHES OF SECTION 6,IN NO
<br />EVENT WILL POLCO OR ANY OF ITS LICENSORS,SERVICE PROVIDERS OR SUPPLIERS BE
<br />LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER
<br />ANY LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF CONTRACT,TORT (INCLUDING
<br />NEGLIGENCE),STRICT LIABILITY AND OTHERWISE,FOR ANY:(a)LOSS OF PRODUCTION,USE,
<br />BUSINESS,REVENUE OR PROFIT OR DIMINUTION IN VALUE;(b)IMPAIRMENT,INABILITY TO USE
<br />OR LOSS,INTERRUPTION OR DELAY OF THE SERVICES,(c)LOSS,DAMAGE,CORRUPTION OR
<br />RECOVERY OF DATA,OR BREACH OF DATA OR SYSTEM SECURITY,OR (d)CONSEQUENTIAL,
<br />INCIDENTAL,INDIRECT,EXEMPLARY,SPECIAL,ENHANCED OR PUNITIVE DAMAGES,
<br />REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH
<br />LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE,
<br />AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS
<br />ESSENTIAL PURPOSE.
<br />11.2.CAP ON MONETARY LIABILITY.EXCEPT FOR BREACHES OF SECTION 6,IN NO
<br />EVENT WILL THE COLLECTIVE AGGREGATE LIABILITY OF POLCO AND ITS LICENSORS,
<br />SERVICE PROVIDERS AND SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR
<br />ITS SUBJECT MATTER,UNDER ANY LEGAL OR EQUITABLE THEORY,INCLUDING BREACH OF
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