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ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. INTERLINK'S TOTAL LIABILITY (INCLUDING ATTORNEYS FEES)
<br />FOR DAMAGES HEREUNDER FOR ANY CAUSE WHATSOEVER RELATING TO THE SERVICES, THE WEBSITE, OR ANY
<br />APPLICATIONS THEREIN, SHALL BE LIMITED TO THE TOTAL SERVICE FEES ACTUALLY PAID BY CLIENT TO
<br />INTERLINK HEREUNDER FOR SUCH SERVICES.
<br />CONFIDENTIALITY
<br />Each Party acknowledges that while performing its obligations under this Agreement it may have access to
<br />Confidential Information of the other Party, A Parry disclosing Confidential Information is the "Disclosing Party." A
<br />Party receiving Confidential Information ("Recipient") has a duty to protect the Confidential Information for two years
<br />from the first date that Confidential Information was received, Each Party will keep Confidential Information of the
<br />other confidential and will only use Confidential Information to perform their respective obligations under this
<br />Agreement. The Confidential Information will remain the property of the Disclosing Party and is proprietary to the
<br />Disclosing Party. Recipient will protect Confidential Information as the Recipient would protect its own proprietary
<br />information, including, but not limited to, protecting the Confidential Information from distribution, disclosure, or
<br />dissemination to anyone except employees or duly authorized agents of the Parties with a need to know such
<br />information and which the affected employees and agents shall be bound by the terms of this section. Confidential
<br />Information will not be disclosed or used for any purpose other than to provide Services as specified in this
<br />Agreement or upon such other terms as may be described herein or agreed to by the parties in writing. Confidential
<br />Information does not include information that: (i) is rightfully known to the Recipient prior to negotiations leading up
<br />to this Agreement, (€i) is independently developed by the Recipient without any reliance on Confidential Information,
<br />(iii) is or later becomes part of the public domain or is lawfully obtained by the Recipient from a third party not under
<br />an obligation of confidentiality, (iv) is required to be disclosed by law or legal process, so long as the Recipient uses
<br />reasonable efforts to cooperate with the Disclosing party, at the Disclosing Party's cost, in limiting disclosure, or (v)
<br />is agreed by the Disclosing Party that it is not Confidential Information. Each Party agrees that the wrongful
<br />disclosure of Confidential Information may cause irreparable injury that is inadequately compensable in monetary
<br />damages. Accordingly, either Party may seek injunctive relief for breach or threatened breach of this Section, in
<br />addition to any other remedies in law or equity.
<br />S. INDEMNIFICATION
<br />A. BY CLIENT
<br />Client agrees to indemnify, hold harmless and defend Interlink and its directors, officers, employees and agents
<br />from and against any action, claim, cause of action, demand, liability, loss, liability, cost and expense, including
<br />reasonable attorney's fees, arising from or relating to (i) CLIENT's breach of this Agreement, including Interlink's
<br />Acceptable Use Policy or No Spam Policy, (ii) any allegation or claim that the Client Content or Client's use or
<br />operation of the website infringes or violates any copyrights, trademarks, patents, trade secrets, licenses,
<br />privacy rights, or other rights (intellectual or otherwise) of any third party, and (iii) any alleged negligent acts or
<br />omissions of Client or Clients agents, employees, officers, assigns, and/or subcontractors, except where such
<br />alleged negligent acts or omissions are due solely to the gross negligence or willful misconduct of Interlink.
<br />Client agrees that Interlink shall have the right to participate in and control the defense of any such claim
<br />through counsel of its own choosing.
<br />B. BY INTERLINK
<br />Interlink agrees to indemnify, hold harmless and defend Client and its directors, officers, employees and agents
<br />from and against any action, claim, cause of action, demand, liability, loss, liability, cost and expense, including
<br />reasonable attorney's fees, arising from or relating to any allegation that the Interlink Content infringes or
<br />violates any copyrights, trademarks, patents, trade secrets, licenses, privacy rights, or other rights (intellectual
<br />or otherwise) of any third party. Interlink agrees that Client shall have the right to participate in the defense of
<br />any such claim.
<br />9. MISCELLANEOUS
<br />A. Nothing in this Agreement shall be construed to constitute any agency, employment, joint venture, or
<br />partnership relationship between the Parties. Neither Party has the authority to bind the other or to incur any
<br />liability on behalf of the other, nor to direct the employees of the other. Interlink, in performing the Services
<br />described herein, shall be an independent contractor.
<br />B. This Agreement, together with the attachments and Exhibits hereto and Interlink's Acceptable Use Policy, and
<br />No -Spam Policy, as applicable, constitutes the full and complete agreement between the Parties hereto with
<br />respect to the subject matter hereof. There are no verbal or other agreements that affect or modify this
<br />Agreement. Any prior representations, promises, contracts or agreement are hereby fully superseded. Any
<br />amendments to this Agreement shall have no effect unless the same are in writing signed by the Parties.
<br />C. Client shall not assign, sublicense or charge any rights, duties, and/or privileges under this Agreement to any
<br />person or entity, without the prior written consent of Interlink, Interlink may assign this Agreement.
<br />Notwithstanding the above, provided an assignee possesses the financial and operational capabilities to perform
<br />under this Agreement and agrees to assume and fully discharge all of the duties and obligations of the assignor
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