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7. DISCLAIMER GPI WARRANTIES.
<br />a. CROWE MAKES NO WARRANTIES HEREIN, EXPRESS OR IMPLIED, AND
<br />CROWE SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES,
<br />INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
<br />PARTICULAR PURPOSE, OR NON -INFRINGEMENT. ANY THIRD PARTY SOFTWARE
<br />OR HARDWARE PROVIDED BY CROWE TO OR FOR CLIENT UNDER THIS
<br />AGREEMENT IS PROVIDED "AS IS." CROWE MAKES NO WARRANTY UNDER THIS
<br />AGREEMENT WITH RESPECT TO THIRD PARTY SOFTWARE OR HARDWARE.
<br />MANUFACTURERS OR DISTRIBUTORS OF THIRD PARTY SOFTWARE AND
<br />HARDWARE MAY PROVIDE WARRANTIES OF THEIR PRODUCTS THAT W1LL EXTEND
<br />TO CLIENT, BUT IT IS CLIENT'S RESPONSIBILITY TO ACQUIRE AND IMPLEMENT
<br />SUCH WARRANTIES. TO THE EXTENT CROWE CAN DO SO, CROWE WILL ASSIGN
<br />ANY RIGHTS IT MAY HAVE IN AND TO ANY SUCH THIRD PARTY WARRANTIES; OR
<br />ASSIST CLIENT IN ASSERTING ITS RIGHTS IF SUCH ASSIGNMENT IS NOT
<br />EFFECTIVE.
<br />b. CROWE IS EXPRESSLY NOT LIABLE FOR THE FAILURE OF ANY THIRD
<br />PARTY SOFTWARE OR HARDWARE PROVIDED HEREUNDER TO FULFILL ANY OF
<br />CLIENT'S REQUIREMENTS. CROWE IS EXPRESSLY NOT LIABLE FOR CLIENT'S DATA
<br />INTEGRITY OR FOR ANY DAMAGES THAT MAY OCCUR TO CLIENT'S DATA,
<br />BUSINESS, OR BUSINESS RELATIONSHIPS DUE TO MALFUNCTIONING OR
<br />UNAVAILABLE THIRD PARTY SOFTWARE OR HARDWARE, PROVIDED SUCH
<br />UNAVAILABILITY OR MALFUNCTION WAS NOT CAUSED BY THE ACTS OR
<br />OMISSIONS OF CROWE.
<br />8. O Punit:ive or Cone ,trentigl Ua r�!gcs. Crowe will not be liable for: (a) any special,
<br />indirect, consequential, incidental, exemplary, or punitive damages; or (b) any lost profits, lost
<br />savings, or lost business opportunity. The limitations of liability contained in this section are
<br />intended to apply to any alleged or actual claim, liability or damages, including without
<br />limitation claims, liabilities, or damages based in negligence or other tort, contract, warranty,
<br />fiduciary principles, statute or common law. This provision will survive termination of this
<br />Agreement, in whole or in part.
<br />9. L�;,_irrrit�ation Q Lei ilmaty. Except where it is judicially determined that Crowe acted with
<br />gross negligence or intentional misconduct, Crowe's liability and any liability of its personnel
<br />will not exceed the fees actually paid to Crowe under the applicable SOW, and a return of
<br />fees paid will be the exclusive remedy for any damages. This limitation of liability will apply to
<br />the fullest extent allowed by law and will apply to any claim, liability, or damages including,
<br />without limitation, claims, liabilities, or damages based in negligence or other tort, contract,
<br />warranty, fiduciary principles, statute or common law. This provision will survive termination of
<br />this Agreement, in whole or in part.
<br />19. T h'irrN f art Nr lemnifi�c; tior�. Except where it is judicially determined that Crowe acted
<br />with gross negligence or intentional misconduct, Client will indemnify and hold harmless
<br />Crowe, its personnel, and its subcontractors against all costs, fees, expenses, damages, and
<br />liabilities, including without limitation attorney fries, defense costs and legal foes, associated
<br />with a third -party claim arising from or relating to any services or work provided tinder this
<br />Agreement. This indemnification will apply to the extent permitted by law and will apply to any
<br />claim, liability, or damages including, without limitation, claims, liabilities, or damages based
<br />in negligence or other tort, contract, warranty, fiduciary principles, statute or common law.
<br />This provision will survive termination of this Agreement, in whole or in part.
<br />11. Ind contractors �enrl nt Contractor Rela, 6onshi„p. The parties are and will be independent
<br />e
<br />to one another, and nothing herein will be deemed to cause this Agreement to
<br />create an agency, partnership, or joint venture between the parties. Nothing in this
<br />MSA
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