Amendment No 2 to Data Sharing Agreement - Continued Use & Support of Data Co – Abernethy Schwartz Partners LLC

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Master License Agreement Page 4 of 16 To that end, the parties will enter into a commercially reasonable Data Sharing Agreement to govern the rights and responsibilities of the Parties as to the protection and handling of data shared between the parties to accomplish the goals of this Agreement and associated Work Orders. 8.LIMITED WARRANTY, REMEDY, AND DISCLAIMER BlueConduit warrants that for a period of ninety (90) days after the Effective Date the Software will perform substantially in accordance with its Documentation. (The Parties acknowledge that their rights and obligations regarding Software performance after this period are governed by Section 4 (Software Maintenance and Support Services).) BlueConduit does not warrant that the operation of the Software will be completely uninterrupted or error-free. Licensee must provide a detailed written notice of any alleged warranty failure promptly within the warranty period. BLUECONDUIT’S SOLE OBLIGATION AND LICENSEE’S EXCLUSIVE REMEDY FOR ANY FAILURE OF THIS WARRANTY IS THE CORRECTION OR REPLACEMENT, AT BLUECONDUIT’S OPTION, OF THE NONCONFORMING SOFTWARE; IF BLUECONDUIT IS UNABLE TO CORRECT OR REPLACE THE SOFTWARE, THEN BLUECONDUIT WILL REFUND THE FEES PAID FOR THE NONCONFORMING SOFTWARE. To the extent permitted by law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, AND THE PARTIES DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT. IF LICENSEE REQUESTS THAT PRE-PRODUCTION (E.G., “ALPHA” OR “BETA”) RELEASES OF SOFTWARE BE PROVIDED, THIS SOFTWARE IS PROVIDED “AS-IS” WITHOUT WARRANTY OF ANY KIND. 9.INFRINGEMENT INDEMNITY BlueConduit will defend and indemnify Licensee, and its directors, officers, employees and agents, at BlueConduit’s expense, against any third-party claim or suit against Licensee based on an alleged violation of a trade secret, patent or copyright that arises out of Licensee’s use of the Software in accordance with this Agreement, and BlueConduit will pay all costs, settlements, or judgments finally awarded, provided (i) Licensee gives BlueConduit prompt written notice of any claim; (ii) BlueConduit has the right to control the defense of the litigation; and (iii) Licensee takes such actions as BlueConduit may reasonably request, at BlueConduit’s expense. If a judgment is obtained against Licensee’s use of any part of the Software, or if BlueConduit believes that there is a likelihood of a claim of infringement, BlueConduit may, at BlueConduit’s option and expense: (x) modify or substitute the affected Software (but provide License e with substantially the same functionality); (y) obtain the right to Licensee’s continued use; or (z) terminate the license and take back the affected Software. In the event of such termination, BlueConduit will refund the License Fees paid for the affected Software for the balance of the applicable License Term. THE RIGHTS GRANTED TO LICENSEE UNDER THE PARAGRAPH ABOVE WILL BE LICENSEE’S EXCLUSIVE REMEDY AND BLUECONDUIT’S SOLE OBLIGATION AND LIABILITY FOR ANY ALLEGED INFRINGEMENT OF A TRADE SECRET, PATENT, COPYRIGHT, OR OTHER PROPRIETARY RIGHT. BLUECONDUIT HAS NO LIABILITY TO LICENSEE, INCLUDING UNDER THE PARAGRAPH ABOVE, FOR ANY CLAIM OF INFRINGEMENT CAUSED BY: (A) MODIFICATION OF THE SOFTWARE WITHOUT THE APPROVAL OF BLUECONDUIT; (B) ANY LICENSEE OR THIRD-PARTY APPLICATION OR OTHER TECHNOLOGY; (C) COMPLIANCE WITH LICENSEE’S DESIGN REQUIREMENTS OR SPECIFICATIONS; (E) USE OF SOFTWARE OTHER THAN AS PERMITTED UNDER THIS AGREEMENT, OR IN A MANNER FOR WHICH IT WAS NOT INTENDED 10.LIMITATION OF LIABILITY IN NO EVENT SHALL BLUECONDUIT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, OR LOST OR IM PUTED PROFITS OR LOST DATA. BLUECONDUIT’S AGGREGATE, CUMULATIVE LIABILITY ARISING IN CONNECTION WITH THE LICENSES PURCHASED UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT DAMAGES