Common use of Disclaimer and Indemnification Clause in Contracts

Disclaimer and Indemnification. 6.1 EXCEPT FOR THE REPRESENTATIONS SET FORTH IN SECTION 3 OF THIS AGREEMENT, LEADS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, CUSTOM, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY AND ALL OTHER IMPLIED WARRANTIES AND EXPRESS WARRANTIES (OTHER THAN THOSE SET FORTH HEREIN, IF ANY) WITH RESPECT TO LEADS' SYSTEM. LEADS' SYSTEM, INCLUDING ALL TRANSACTION DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH LEADS' WEBSITE IS PROVIDED, AND ACCEPTED AND/OR USED, "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 6.2 LEADS IS NOT LIABLE FOR ANY DAMAGES SUFFERED BY THE COUNTY OR ALLEGED BY ANY THIRD PARTY ARISING FROM THE COUNTY’S USE OF LEADS’ SYSTEM UNLESS THERE IS A SHOWING OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY LEADS. 6.3 IN NO EVENT SHALL LEADS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF A REPORTING BUSINESS, ITS AFFILIATES OR ANY OTHER THIRD PARTY, EVEN IF LEADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.4 AT AN ABSOLUTE MAXIMUM, LEADS LIABILITY SHALL BE LIMITED TO THE AMOUNT OF MONEY IT IS PAID BY THE COUNTY TO LEADS. 6.5 Leads shall indemnify, hold harmless, protect and defend the County and its officials, officers, employees, agents and authorized volunteers (the “Indemnified Parties”) from and against all losses, liabilities, judgments, costs, expenses, damages (including damages to the Leads’ System), attorney’s fees, and other costs, including all costs of defense, arising from all suits of law or actions of every nature for or on account of the infringement of any patents, trademarks, or copyrights of any other party by reason of the use or integration of any proprietary software, equipment, devices or processes, originally incorporated, or provided and used, by Leads in the performance of the services provided under this Agreement. Notwithstanding the foregoing, this paragraph shall not apply if the foregoing described losses, liabilities, judgments, costs, expenses, damages and the like arise from the misuse of Leads’ System or Transaction Data or any other breach of this Agreement by the County. 6.6 The County shall ensure that any local law, instructions, or directive given by the County or the County’s Law Enforcement Officials related to Reporting Businesses (“County Directives”) do not conflict with applicable laws. LEADS SHALL NOT, UNDER ANY CIRCUMSTANCE, BE RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY CLAIM ARISING OUT OF OR IN ANY WAY CHALLENGING THE ENFORCEABILITY OR VALIDITY OF SUCH COUNTY DIRECTIVES OR APPLICABLE LAWS. 6.7 The parties expressly agree that the execution of the Agreement does not create any personal liability on the part of any officer, director, employee, or agent of either party. 6.8 The parties agree that no provision of this Agreement extends either party’s liability beyond the liability provided in applicable law, and no provision of this Agreement shall be considered a waiver by either party of any right, defense, or immunity available according to applicable law.

Disclaimer and Indemnification. 6.1 EXCEPT FOR CME MAKES NO REPRESENTATIONS CONCERNING THE REPRESENTATIONS SET FORTH IN SECTION 3 LIKELIHOOD OF THIS AGREEMENT, LEADS SPECIFICALLY PROFITABLE TRADING USING THE LICENSED PRODUCT. CME EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS OR AND IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, CUSTOM, COURSE OF DEALINGWITH RESPECT TO THE LICENSED PRODUCT AND RELATED MATERIALS, OR OTHERWISETHEIR QUALITY OF PERFORMANCE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, THE IMPLIED WARRANTY OF AND FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY . THE LICENSED PRODUCT IS LICENSED AND ALL OTHER IMPLIED WARRANTIES AND EXPRESS WARRANTIES (OTHER THAN THOSE SET FORTH HEREIN, IF ANY) WITH RESPECT TO LEADS' SYSTEM. LEADS' SYSTEM, INCLUDING ALL TRANSACTION DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH LEADS' WEBSITE IS PROVIDED, AND ACCEPTED AND/OR USED, TRANSMITTED "AS IS" WITH AND"WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 6.2 LEADS IS NOT LIABLE FOR ANY DAMAGES SUFFERED BY THE COUNTY OR ALLEGED BY ANY THIRD PARTY ARISING FROM THE COUNTY’S USE OF LEADS’ SYSTEM UNLESS THERE IS A SHOWING OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY LEADS. 6.3 FAULTS". IN NO EVENT SHALL LEADS WILL CME BE LIABLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF A REPORTING BUSINESS, ITS AFFILIATES OR RESULTING FROM ANY OTHER THIRD PARTY, DEFECT IN THE LICENSED PRODUCT EVEN IF LEADS CME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.4 AT AN ABSOLUTE MAXIMUM. THE SALES PERSONNEL, LEADS EMPLOYEES VENDORS AND DEALERS OF CME ARE NOT AUTHORIZED TO MAKE WARRANTIES BINDING ON CME ABOUT THE LICENSED PRODUCTS. ACCORDINGLY, ADDITIONAL ORAL OR WRITTEN STATEMENTS DO NOT CONSTITUTE WARRANTIES, AND SHOULD NOT BE RELIED UPON AND ARE NOT PART OF THIS LICENSE AGREEMENT. ALTHOUGH EVERY EFFORT WILL BE MADE TO ENSURE ACCURACY, NEITHER CME NOR ANY OTHER PARTY (INCLUDING VENDOR) FURNISHING INFORMATION OR TRANSMISSION SERVICE TO ANY CUSTOMER OR TO ANY OTHER PARTY INVOLVED IN INFORMATION DISTRIBUTION PERTINENT TO THIS AGREEMENT, SHALL HAVE ANY OBLIGATIONS OR LIABILITY TO OR THROUGH THE CUSTOMER WITH RESPECT TO FURNISHING SUCH SERVICE, NOR FOR ANY INTERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION INCLUDED IN THE SERVICE OR IN THE TRANSMISSION OF SUCH INFORMATION, NOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (OF WHATEVER NATURE) ARISING FROM THE ABOVE; NEITHER SHALL CME, OR ANY OTHER PARTY (INCLUDING VENDOR) INVOLVED IN INFORMATION DISTRIBUTION PERTINENT TO THIS AGREEMENT BE LIMITED TO THE AMOUNT OF MONEY IT IS PAID BY THE COUNTY TO LEADS. 6.5 Leads shall indemnify, hold harmless, protect and defend the County and its officials, officers, employees, agents and authorized volunteers (the “Indemnified Parties”) from and against all losses, liabilities, judgments, costs, expenses, damages (including damages to the Leads’ System), attorney’s fees, and other costs, including all costs of defense, arising from all suits of law or actions of every nature for or on account of the infringement of any patents, trademarks, or copyrights of any other party by reason of the use or integration of any proprietary software, equipment, devices or processes, originally incorporated, or provided and used, by Leads in the performance of the services provided under this Agreement. Notwithstanding the foregoing, this paragraph shall not apply if the foregoing described losses, liabilities, judgments, costs, expenses, damages and the like arise from the misuse of Leads’ System or Transaction Data or any other breach of this Agreement by the County. 6.6 The County shall ensure that any local law, instructions, or directive given by the County or the County’s Law Enforcement Officials related to Reporting Businesses (“County Directives”) do not conflict with applicable laws. LEADS SHALL NOT, UNDER ANY CIRCUMSTANCE, BE RESPONSIBLE OR LIABLE FOR ANY THIRD-LOSSES, CLAIMS OR DAMAGES ARISING FROM CUSTOMER'S USE OF THE LICENSED PRODUCT. CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD CME, AND ANY OTHER PARTY CLAIM ARISING OUT (INCLUDING VENDOR) INVOLVED IN INFORMATION DISTRIBUTION PERTINENT TO THIS AGREEMENT, FREE FROM ANY ACTIONS, CLAIMS, PROCEEDINGS, OR LIABILITIES WITH RESPECT TO THIS DISCLAIMER. IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE, CME ITS DIRECTORS, OFFICERS OR EMPLOYEES SHALL NOT BE LIABLE IN ANY WAY CHALLENGING EVENT BEYOND THE ENFORCEABILITY OR VALIDITY SUM EQUAL TO ONE YEAR'S FEES PAID WITH RESPECT TO THE LICENSED PRODUCTS TO CME. SUCH DISCLAIMER AND INDEMNITY SHALL SURVIVE THE TERMINATION OF SUCH COUNTY DIRECTIVES OR APPLICABLE LAWSTHIS AGREEMENT. 6.7 The parties expressly agree that the execution of the Agreement does not create any personal liability on the part of any officer, director, employee, or agent of either party. 6.8 The parties agree that no provision of this Agreement extends either party’s liability beyond the liability provided in applicable law, and no provision of this Agreement shall be considered a waiver by either party of any right, defense, or immunity available according to applicable law.

Disclaimer and Indemnification. 6.1 EXCEPT FOR THE REPRESENTATIONS SET FORTH IN SECTION 3 OF THIS AGREEMENT, LEADS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, CUSTOM, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY AND ALL OTHER IMPLIED WARRANTIES AND EXPRESS WARRANTIES (OTHER THAN THOSE SET FORTH HEREIN, IF ANY) WITH RESPECT TO LEADS' SYSTEM. LEADS' SYSTEM, INCLUDING ALL TRANSACTION DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH LEADS' WEBSITE IS PROVIDED, AND ACCEPTED AND/OR USED, "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 6.2 LEADS IS NOT LIABLE FOR ANY DAMAGES SUFFERED BY THE COUNTY AGENCY OR ALLEGED BY ANY THIRD PARTY ARISING FROM THE COUNTYAGENCY’S USE OF LEADS’ SYSTEM UNLESS THERE IS A SHOWING OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY LEADS. 6.3 IN NO EVENT SHALL LEADS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF A REPORTING BUSINESS, ITS AFFILIATES OR ANY OTHER THIRD PARTY, EVEN IF LEADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.4 AT AN ABSOLUTE MAXIMUM, LEADS LIABILITY SHALL BE LIMITED TO THE AMOUNT OF MONEY IT IS PAID BY THE COUNTY AGENCY TO LEADS. 6.5 Leads shall indemnify, hold harmless, protect and defend the County Agency and its officials, officers, employees, agents and authorized volunteers (the “Indemnified Parties”) from and against all losses, liabilities, judgments, costs, expenses, damages (including damages to the Leads’ System), attorney’s fees, and other costs, including all costs of defense, arising from all suits of law or actions of every nature for or on account of the infringement of any patents, trademarks, or copyrights of any other party by reason of the use or integration of any proprietary software, equipment, devices or processes, originally incorporated, or provided and used, by Leads in the performance of the services provided under this Agreement. Notwithstanding the foregoing, this paragraph shall not apply if the foregoing described losses, liabilities, judgments, costs, expenses, damages and the like arise from the misuse of Leads’ System or Transaction Data or any other breach of this Agreement by the CountyAgency. 6.6 The County Agency shall ensure that any local law, instructions, instructions or directive given by the County Agency or the CountyAgency’s Law Enforcement Officials related to Reporting Businesses (“County Agency Directives”) do not conflict with applicable laws. LEADS SHALL NOT, UNDER ANY CIRCUMSTANCE, BE RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY CLAIM ARISING OUT OF OR IN ANY WAY CHALLENGING THE ENFORCEABILITY OR VALIDITY OF SUCH COUNTY AGENCY DIRECTIVES OR APPLICABLE LAWS. 6.7 The parties expressly agree that the execution of the Agreement does not create any personal liability on the part of any officer, director, employee, or agent of either party. 6.8 The parties agree that no provision of this Agreement extends the either party’s liability beyond the liability provided in applicable law, and no provision of this Agreement shall be considered a waiver by either party of any right, defense, or immunity available according to applicable law.

Disclaimer and Indemnification. 6.1 EXCEPT FOR THE REPRESENTATIONS SET FORTH IN SECTION 3 OF THIS AGREEMENT, LEADS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, CUSTOM, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY AND ALL OTHER IMPLIED WARRANTIES AND EXPRESS WARRANTIES (OTHER THAN THOSE SET FORTH HEREIN, IF ANY) WITH RESPECT TO LEADS' SYSTEM. LEADS' SYSTEM, INCLUDING ALL TRANSACTION DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH LEADS' WEBSITE IS PROVIDED, AND ACCEPTED AND/OR USED, "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 6.2 LEADS IS NOT LIABLE FOR ANY DAMAGES SUFFERED BY THE COUNTY AGENCY OR ALLEGED BY ANY THIRD PARTY ARISING FROM THE COUNTYAGENCY’S USE OF LEADS’ SYSTEM UNLESS THERE IS A SHOWING OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY LEADS. 6.3 IN NO EVENT SHALL LEADS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF A REPORTING BUSINESS, ITS AFFILIATES OR ANY OTHER THIRD PARTY, EVEN IF LEADS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.4 AT AN ABSOLUTE MAXIMUM, LEADS LIABILITY SHALL BE LIMITED TO THE AMOUNT OF MONEY IT IS PAID BY THE COUNTY AGENCY TO LEADS. 6.5 Leads shall indemnify, hold harmless, protect and defend the County Agency and its officials, officers, employees, agents and authorized volunteers (the “Indemnified Parties”) from and against all losses, liabilities, judgments, costs, expenses, damages (including damages to the Leads’ System), attorney’s fees, and other costs, including all costs of defense, arising from all suits of law or actions of every nature for or on account of the infringement of any patents, trademarks, or copyrights of any other party by reason of the use or integration of any proprietary software, equipment, devices or processes, originally incorporated, or provided and used, by Leads in the performance of the services provided under this Agreement. Notwithstanding the foregoing, this paragraph shall not apply if the foregoing described losses, liabilities, judgments, costs, expenses, damages and the like arise from the misuse of Leads’ System or Transaction Data or any other breach of this Agreement by the CountyAgency. 6.6 The County Agency shall ensure that any local law, instructions, instructions or directive given by the County Agency or the CountyAgency’s Law Enforcement Officials related to Reporting Businesses (“County Agency Directives”) do not conflict with applicable laws. LEADS SHALL NOT, UNDER ANY CIRCUMSTANCE, BE RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY CLAIM ARISING OUT OF OR IN ANY WAY CHALLENGING THE ENFORCEABILITY OR VALIDITY OF SUCH COUNTY AGENCY DIRECTIVES OR APPLICABLE LAWS. 6.7 The parties expressly agree that the execution of the Agreement does not create any personal liability on the part of any officer, director, employee, or agent of either party. 6.8 The parties agree that no provision of this Agreement extends either party’s liability beyond the liability provided in applicable law, and no provision of this Agreement shall be considered a waiver by either party of any right, defense, or immunity available according to applicable law.

Disclaimer and Indemnification. 6.1 EXCEPT FOR CME MAKES NO REPRESENTATIONS CONCERNING THE REPRESENTATIONS SET FORTH IN SECTION 3 LIKELIHOOD OF THIS AGREEMENT, LEADS SPECIFICALLY PROFITABLE TRADING USING THE LICENSED PRODUCT. CME EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS OR AND IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, CUSTOM, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY AND ALL OTHER IMPLIED WARRANTIES AND EXPRESS WARRANTIES (OTHER THAN THOSE SET FORTH HEREIN, IF ANY) WITH RESPECT TO LEADS' SYSTEM. LEADS' SYSTEMTHE LICENSED PRODUCT AND RELAT- ED MATERIALS, OR THEIR QUALITY OF PERFORMANCE, INCLUDING ALL TRANSACTION DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH LEADS' WEBSITE IS PROVIDEDWARRANTIES OF MERCHANTA- BILITY, AND ACCEPTED AND/OR USED, FITNESS FOR PARTICULAR PURPOSE. THE LICENSED PRODUCT IS LICENSED AND TRANSMITTED "AS IS" WITH AND"WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 6.2 LEADS IS NOT LIABLE FOR ANY DAMAGES SUFFERED BY THE COUNTY OR ALLEGED BY ANY THIRD PARTY ARISING FROM THE COUNTY’S USE OF LEADS’ SYSTEM UNLESS THERE IS A SHOWING OF GROSS NEGLIGENCE OR WILFUL MISCONDUCT BY LEADS. 6.3 FAULTS". IN NO EVENT SHALL LEADS WILL CME BE LIABLE FOR INDIRECTDIRECT, SPECIALIN- DIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY CONSEQUENTIAL DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, DOWNTIME COSTS, LABOR COST, OVERHEAD COSTS OR CLAIMS OF A REPORTING BUSINESS, ITS AFFILIATES OR RESULTING FROM ANY OTHER THIRD PARTY, DEFECT IN THE LI- CENSED PRODUCT EVEN IF LEADS CME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.4 AT AN ABSOLUTE MAXIMUM. THE SALES PERSONNEL, LEADS EMPLOYEES, VENDORS AND DEALERS OF CME ARE NOT AUTHORIZED TO MAKE WARRANTIES BINDING ON CME ABOUT THE LICENSED PRODUCTS. ACCORDINGLY, ADDITIONAL ORAL OR WRITTEN STATEMENTS DO NOT CONSTITUTE WARRANTIES, AND SHOULD NOT BE RELIED UPON AND ARE NOT PART OF THIS LICENSE AGREEMENT. ALTHOUGH EVERY EFFORT WILL BE MADE TO ENSURE ACCURACY, NEITHER CME NOR ANY OTHER PARTY FURNISHING INFORMATION OR TRANSMISSION SERVICE TO ANY CUSTOMER OR TO ANY OTHER PARTY INVOLVED IN INFORMATION DISTRIBUTION PERTINENT TO THIS AGREEMENT, SHALL HAVE ANY OBLIGATIONS OR LIABILITY TO OR THROUGH THE CUSTOMER WITH RESPECT TO FURNISHING SUCH SERVICE, NOR FOR ANY IN- TERRUPTIONS, DELAYS, INACCURACIES, ERRORS OR OMISSIONS IN THE INFORMATION INCLUDED IN THE SERVICE OR IN THE TRANSMISSION OF SUCH INFORMATION, NOR ANY DIRECT, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (OF WHATEVER NATURE) ARISING FROM THE ABOVE; NEITHER SHALL CME, OR ANY OTHER PARTY INVOLVED IN INFORMATION DISTRIBUTION PERTINENT TO THIS AGREEMENT BE LIMITED TO THE AMOUNT OF MONEY IT IS PAID BY THE COUNTY TO LEADS. 6.5 Leads shall indemnify, hold harmless, protect and defend the County and its officials, officers, employees, agents and authorized volunteers (the “Indemnified Parties”) from and against all losses, liabilities, judgments, costs, expenses, damages (including damages to the Leads’ System), attorney’s fees, and other costs, including all costs of defense, arising from all suits of law or actions of every nature for or on account of the infringement of any patents, trademarks, or copyrights of any other party by reason of the use or integration of any proprietary software, equipment, devices or processes, originally incorporated, or provided and used, by Leads in the performance of the services provided under this Agreement. Notwithstanding the foregoing, this paragraph shall not apply if the foregoing described losses, liabilities, judgments, costs, expenses, damages and the like arise from the misuse of Leads’ System or Transaction Data or any other breach of this Agreement by the County. 6.6 The County shall ensure that any local law, instructions, or directive given by the County or the County’s Law Enforcement Officials related to Reporting Businesses (“County Directives”) do not conflict with applicable laws. LEADS SHALL NOT, UNDER ANY CIRCUMSTANCE, BE RESPONSIBLE OR LIABLE FOR ANY THIRD-LOSSES, CLAIMS OR DAMAGES ARISING FROM CUSTOM- ER'S USE OF THE LICENSED PRODUCT. CUSTOMER SHALL DEFEND, INDEMNIFY AND HOLD CME, OR ANY OTHER PARTY CLAIM ARISING OUT INVOLVED IN INFORMATION DISTRIBUTION PERTINENT TO THIS AGREEMENT, FREE FROM ANY ACTIONS, CLAIMS, PROCEEDINGS, OR LIABILITIES WITH RESPECT TO THIS DIS- CLAIMER. IF THE FOREGOING DISCLAIMER AND WAIVER OF LIABILITY SHOULD BE DEEMED INVALID OR INEFFECTIVE, CME, ITS DIRECTORS, OFFICERS OR EMPLOYEES SHALL NOT BE LIABLE IN ANY WAY CHALLENGING EVENT BEYOND THE ENFORCEABILITY OR VALIDITY SUM EQUAL TO ONE YEAR'S FEES PAID BY CUSTOMER TO CME. SUCH DIS- CLAIMER AND INDEMNITY SHALL SURVIVE THE TERMINATION OF SUCH COUNTY DIRECTIVES OR APPLICABLE LAWSTHIS AGREEMENT. 6.7 The parties expressly agree that the execution of the Agreement does not create any personal liability on the part of any officer, director, employee, or agent of either party. 6.8 The parties agree that no provision of this Agreement extends either party’s liability beyond the liability provided in applicable law, and no provision of this Agreement shall be considered a waiver by either party of any right, defense, or immunity available according to applicable law.