ISpring® end user license agreement Review Date: September 16, 2022

10.4. LIMITED LIABILITY; NO LIABILITY FOR CONSEQUENTIAL DAMAGES. YOU ASSUME THE ENTIRE COST OF ANY DAMAGE RESULTING FROM YOUR USE OF THE PRODUCTS, AND THE INFORMATION CONTAINED IN OR COMPILED BY THE SOFTWARE, AND THE INTERACTION (OR FAILURE TO INTERACT PROPERLY) WITH ANY OTHER HARDWARE OR SOFTWARE WHETHER PROVIDED BY THE LICENSOR OR A THIRD PARTY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE LICENSOR OR ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF GOODWILL, WORK STOPPAGE, HARDWARE OR SOFTWARE DISRUPTION IMPAIRMENT OR FAILURE, REPAIR COSTS, COST OF PROCURING SUPPORT SERVICES, TIME VALUE OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCTS OR THE INCOMPATIBILITY OF THE SOFTWARE WITH ANY HARDWARE, SOFTWARE OR USAGE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES IN ANY ONE OR MORE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE EXCEED THE LICENSE FEE PAID BY YOU TO LICENSOR. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT THAT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. ANY ACTION BROUGHT AGAINST EITHER PARTY PERTAINING TO OR IN CONNECTION WITH THE PRODUCTS MUST BE COMMENCED AND NOTIFIED TO THE OTHER PARTY IN WRITING WITHIN TWO (2) YEARS AFTER THE DATE THE CAUSE FOR ACTION AROSE.
11. INDEMNIFICATION
11.1.  You hereby agree to indemnify and hold harmless Licensor, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third-party, including the assessment, claim or demand by a governmental agency or entity, arising out of breach of this Agreement by You and any use of the Products by You, any party related to You, or any party acting upon Your authorization in a manner that is not expressly authorized by this Agreement, provided that You have been notified promptly in writing of such claim, and given authority, information, and assistance to handle the claim or the defense of any suit, proceeding or settlement and that Licensor has not compromised or settled the claim, suit or proceeding without Your prior written consent.
11.2. Licensor hereby agrees to indemnify and hold harmless You, its affiliates, officers, directors, agents, and employees, from any expense, loss, claim, damage, fine, penalty or liability, including reasonable fees for attorneys and other professionals, payable under any judgment, verdict, court order or settlement, to the extent resulting from any claim, demand, action, suit, arbitration, or other proceeding initiated by any third-party, including the assessment, claim or demand by a governmental agency or entity, arising out of Licensor’s breach of this Agreement and any third party claims that the authorized use of the Products furnished by Licensor under this Agreement constitutes an infringement of any third-party intellectual property right; provided that Licensor has been notified promptly in writing of such claim, and given authority, information, and assistance to handle the claim or the defense of any suit, proceeding or settlement and that Customer has not compromised or settled the claim, suit or proceeding without Licensor’s prior written consent, and provided further that Licensor shall have no obligations under this Section 11 to the extent any claim is based on the combination or use of the Products with other software, hardware or services not furnished by Licensor or use of the Products in a manner prohibited under this Agreement, in a manner for which it was not designed where the Products would not otherwise itself be infringing.
11.3. In the event that the Products in such suit or proceeding are held to constitute an infringement, or if in Licensor’s reasonable opinion the Products may constitute such infringement, and/or its further use is enjoined, Licensor shall, at its own expense and at its option, either (i) procure for Customer the right to continue the use of the Products, or (ii) replace the Products with non-infringing services of materially equivalent function and performance, or (iii) modify the Products so that it becomes non-infringing without materially detracting from function or performance. Should none of these measures be technically, commercially or economically reasonable to the Licensor, then either party may terminate this Agreement. Upon such termination, Licensor shall refund the amount of fees paid in advance in respect of not yet used Products.