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CONTENT, INCLUDING BUT NOT LIMITED TO THE SERVICE DATA, WILL BE ACCURATE OR TIMELY.
<br />8.2 Limitation of Liability. TO THE MAXIMUM EXTENT ALLOWED BY LAW, IN NO EVENT WILL
<br />COMPANY BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA
<br />OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGIES OR SERVICES, COST OF COVER OR
<br />PUNITIVE OR EXEMPLARY, OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY
<br />KIND IN CONNECTION WITH OR ARISING OUT OF THE FURNISHING, PERFORMANCE OR USE OF THE
<br />SERVICES PERFORMED HEREUNDER, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS
<br />CONDUCT, INCLUDING NEGLIGENCE, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF
<br />SUCH DAMAGES. IN ADDITION, COMPANY WILL NOT BE LIABLE FOR ANY DAMAGES CAUSED BY DELAY
<br />IN DELIVERY OR FURNISHING THE SERVICES OR THE SERVICE DATA. COMPANY'S LIABILITY UNDER
<br />THIS AGREEMENT OR THE TERMINATION OF THIS AGREEMENT WHETHER FOR DIRECT, INDIRECT,
<br />SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL AND/OR CONSEQUENTIAL DAMAGES OF ANY KIND,
<br />INCLUDING, WITHOUT LIMITATION, RESTITUTION, WILL NOT, IN ANY EVENT, EXCEED THE FEES
<br />ACTUALLY PAID BY CUSTOMER TO COMPANY PURSUANT TO THIS AGREEMENT DURING THE TWELVE
<br />(12) MONTHS PRIOR TO THE OCCURRENCE GIVING RISE TO SUCH LIABILITY.
<br />9. INDEMNIFICATION
<br />9.1 By COMPANY. COMPANY agrees to defend or, at its option, to settle, any claim brought against
<br />CUSTOMER for infringement of any currently existing United States copyright, trade secret or trademark
<br />by the Services as delivered, and to indemnify CUSTOMER against all damages and costs assessed against
<br />CUSTOMER under any such claim or action. CUSTOMER agrees that COMPANY will be released from the
<br />foregoing obligation unless CUSTOMER has taken all reasonable steps to mitigate any potential expenses
<br />and provides COMPANY with: (i) prompt written notice of any such claim or action, or possibility thereof;
<br />(ii) sole control and authority over the defense or settlement of such claim or action; and (iii) proper and
<br />full information and assistance to settle and/or defend any such claim or action. CUSTOMER will have the
<br />right to employ separate counsel and participate in the defense at CUSTOMER's own expense, provided that
<br />COMPANY will remain in control of the defense. In addition, COMPANY may, at its sole option and expense,
<br />either: (a) procure for CUSTOMERthe right to use the infringing Services; (b) replace the infringing Services
<br />with non -infringing, functionally equivalent services; (c) modify the infringing Services so that they are not
<br />infringing; or if (a), (b), and (c) are not commercially feasible, then (d) will cease to provide the infringing
<br />Services, pay as liquidated damages an amount equal to any Fees covering any period of time during which
<br />such infringing Services were to be provided and terminate this Agreement as it relates to such infringing
<br />Services. Upon exercise of option (d) in the previous sentence, COMPANY will have no further obligations
<br />or liability to CUSTOMER with respect to infringement. Except as specified above, COMPANY will not be
<br />liable for any costs or expenses incurred without its prior written authorization. The foregoing obligations
<br />do not apply with respect to Services, Software, Service Data or portions or components thereof (i) not
<br />supplied by COMPANY, (ii) made in whole or in part in accordance with CUSTOMER specifications,
<br />(iii) modified after delivery by COMPANY, (iv) combined with other products, processes or materials
<br />where the alleged infringement relates to such combination, (v) where CUSTOMER continues allegedly
<br />infringing activity after being notified thereof or after being informed of modifications that would have
<br />avoided the alleged infringement, or (vi) where CUSTOMER's use of such Services, Software or Service Data
<br />is not strictly in accordance with this Agreement. CUSTOMER will indemnify and hold harmless COMPANY
<br />and its Affiliates from all damages, settlements, attorneys' fees and expenses related to any claim of
<br />infringement or misappropriation excluded from COMPANY's indemnity obligation by the preceding
<br />sentence.
<br />9.2 By CUSTOMER. CUSTOMER will indemnify and hold harmless COMPANY and its Affiliates, and their
<br />directors, shareholders, members, agents and employees from and against any fine, penalty, costs, losses,
<br />SUBSCRIPTION AGREEMENT FOR:
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