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8.6 Waiver, The failure of either party to enforce at any time any of the provisions of this
<br />Agreement, or the failure to require at any time performance by the other party of any of the provisions of this Agreement,
<br />will in no way be construed to be a present or future waiver of such provisions, nor in any way affect the right of either
<br />party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition
<br />or requirement of this Agreement will not constitute a waiver of any future obligation to comply with such provision,
<br />condition or requirement.
<br />8.7 Assignment. Neither party may assign this Agreement (by operation of law or
<br />otherwise) hereunder without the prior written consent of the other party. Any attempted assignment in violation of this
<br />section shall be void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties
<br />hereto and their respective permitted successors and assigns.
<br />8.8 Notices. Any notice required or permitted to be given by either party under this Agreement will
<br />be in writing and will be personally delivered or sent by commercial courier service, by first class mail (certified or
<br />registered if available), or by email confirmed by first class mail (registered or certified if available), to the other party at
<br />its address first set forth above, or such new address as may from time to time be supplied hereunder by the parties hereto.
<br />If mailed, notices will be deemed effective five (5) business days after deposit, postage prepaid, in the mail.
<br />8.9 Force Majeure. Notwithstanding anything else in this Agreement, no default, delay or failure
<br />to perform on the part of either party will be considered a breach of this Agreement if such default, delay or failure to
<br />perform is shown to be due to causes beyond reasonable control of the party charged with a default, including, but not
<br />limited to, causes such as strikes, lockouts or other labor disputes, riots, civil disturbances, actions or inactions of
<br />governmental authorities or suppliers, epidemics, war, embargoes, severe weather, fire, earthquakes, acts of God or the
<br />public enemy, nuclear disasters, or default of a common carrier.
<br />8.10 Entire Agreement. Except as specified in Section 2, the terms and conditions herein contained,
<br />including all exhibits hereto, constitute the entire agreement between the parties and supersede all previous agreements
<br />and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.
<br />8.11 Indemnification. Uptake will indemnify, defend, and hold harmless Data Provider (and its
<br />employees, officials, contractors, and agents) from and against any and all damages, losses, costs, and liabilities of any
<br />kind that Data Provider (or its employees, officials, contractors, or agents) may suffer arising but of Uptake's acceptance,
<br />review, reproduction, modification, processing, or other use of the Data, in each case that does not comply with the terms
<br />of this Agreement. Data Provider will indemnify, defend, and hold harmless Uptake (and its employees, officials,
<br />contractors, and agents) from and against any and all damages, losses, costs, and liabilities of any kind that Uptake (or its
<br />employees, officials, contractors, or agents) may suffer arising out of Data Provider's breach of Section 6.
<br />[Signature.page follows.]
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