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11.5. Limitation On Liability. EXCEPT FOR DAMAGES THAT ARE REQUIRED BY LAW TO BE PAID
<br />AND CANNOT BE LIMITED BY CONTRACT, YOU AGREE THAT ALL DAMAGES ARE
<br />EXCLUDED EXCEPT FOR THE DIRECT DAMAGES THAT ARE ACTUALLY INCURRED BY YOU
<br />IN REASONABLE RELIANCE: (A) FOR SOFTWARE UP TO THE GREATER OF THE AMOUNT OF
<br />A REFUND OF THE PRICE THAT YOU ACTUALLY PAID FOR THE APPLICABLE SOFTWARE
<br />IMMEDIATELY PRECEDING THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF
<br />ACTION OR CLAIM (E.G., CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE,
<br />FRAUD, OR OTHER LEGAL THEORY) AND ONE DOLLAR (US$1.00); AND (B) FOR SERVICES UP
<br />TO THE GREATER OF THE AMOUNT OF A REFUND OF THE PRICE THAT YOU ACTUALLY PAID
<br />FOR THE APPLICABLE SERVICES DURING THE SERVICES TERM IMMEDIATELY PRECEDING
<br />THE FILING OF SUCH CLAIM REGARDLESS OF THE FORM OF ACTION OR CLAIM (E.G.,
<br />CONTRACT, WARRANTY, TORT, STRICT LIABILITY, NEGLIGENCE, FRAUD, OR OTHER LEGAL
<br />THEORY) AND ONE DOLLAR (US$1.00).
<br />11.6. Allocation of Risk. You agree that the limitations of liability and disclaimers set forth herein will apply
<br />regardless of whether you have accepted the Software or Services. You acknowledge and agree that Kaseya
<br />has set its prices and entered into the Agreement in reliance upon the disclaimers of warranty and the
<br />limitations of liability set forth herein, that the same reflect an allocation of risk between the parties
<br />(including the risk that a contract remedy may fail of its essential purpose and cause consequential loss),
<br />and that the same form an essential basis of the bargain between the parties. You understand, acknowledge
<br />and agree that if Kaseya takes any corrective action because of an action or omission by you or by any
<br />Third -Party Clients, that corrective action may adversely affect other Third -Party Clients, and you agree
<br />that Kaseya shall have no liability to you, or to any Third -Party Clients, or any other third party due to such
<br />corrective action by Kaseya. The limitations and exclusions provided for by this section reflect an informed
<br />and voluntary allocation of risks between the parties and apply to risks both known and unknown that may
<br />exist in connection with the Agreement.
<br />12. KASEYA'S OBLIGATIONS RE THIRD -PARTY INFRINGEMENT CLAIMS. Kaseya will defend, at Kaseya's
<br />expense, any lawsuit brought against you in any court located within the United States, insofar (but only insofar)
<br />as the suit is based on a claim that the Software, as provided by Kaseya to you, directly infringes any third party
<br />patent or copyright, provided that: (a) Kaseya is notified in writing of the lawsuit within thirty (30) days after
<br />you obtain actual knowledge of it, (b) Kaseya is given full control over the defense of such claims, and (c) you
<br />give Kaseya reasonable assistance and cooperation in its defense of the claim. If your use of the Software is
<br />determined in a final, enforceable judgment to infringe a third -party patent or copyright, Kaseya, at its own
<br />expense, shall either (x) procure for you the right to continue using the Software, or (y) modify the Software so
<br />that it becomes non -infringing while giving acceptable performance, or (z) in the event that neither of the
<br />foregoing options (x) and (y) are reasonably available to Kaseya, terminate the Agreement with respect to the
<br />infringing Software (and/or any related Services) and, in the case of Perpetual Software, provide a refund to you
<br />an amount equal to all sums received by Kaseya from you on account of the Software furnished by Kaseya to
<br />you, multiplied by a factor the numerator of which is 1095 minus the number of days during which your license
<br />to use the Software was effective and the denominator of which is 1095. In the case of all Subscriptions and
<br />Software for which you have Installment payments remaining on the Installment Schedule, Kaseya may
<br />terminate the Agreement without compensation or other liability. Notwithstanding anything to the contrary in
<br />the Agreement, Kaseya will have no obligation to you on account of any third -party claim of infringement that
<br />results from (i) any use by you of the Software in violation of the Agreement, (ii) any damage to, or
<br />misapplication or misuse of the Software by you; (iii) your combination of all or any portion of the Software
<br />with software not supplied by Kaseya; (iv) your use of any superseded, altered, or allegedly infringing version
<br />or release of all or any portion of the Software if such alleged infringement could be avoided by the use of a
<br />different version or Upgrade madeavailable to you by Kaseya;. or (v) any information, design, specification,
<br />instruction, software, data, or material not furnished by Kaseya. You agree to defend, indemnify and hold
<br />harmless the Kaseya Entities against any claims of infringement by third parties resulting from any of the
<br />circumstances listed in the immediately preceding sentence. The foregoing states Kaseya's entire responsibility
<br />with respect to intellectual property claims and your sole and exclusive remedy.
<br />13. INDEMNITY. You agree to defend, indemnify, and hold harmless each of the Kaseya Entities from and against
<br />any and all claims, liabilities, damages, and/or costs (including fees, costs and other expenses of attorneys and
<br />expert witnesses) arising out of or related to: (a) any actual or alleged violation of the Agreement or applicable
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