with Claims made or brought against Campus Labs by a third party (i) alleging that Institution Data, or the use thereof by either party, has caused harm to a third party or infringes the intellectual property rights of a third party; (ii) relating to the Institution Data or the Institution's breach of the obligations, set forth in Sections 2 above or otherwise relating to the Users use or misuse of the Program(s); or (iii) arising from Institution's negligence or willful misconduct of this Agreement; provided, that Campus Labs (a) promptly gives written notice of the Claim to Institution; (b) gives Institution sole control of the defense and settlement of the Claim (provided that Institution may not settle or defend any Claim unless it unconditionally releases Campus Labs of all liability); and (c) provides to Institution, at Institution's cost, all reasonable assistance. Institution shall have no obligations to Campus Labs under this Section 7.2 to the extent such Claims arise from Campus Labs' negligence or willful misconduct of this Agreement, Campus Labs' negligent use of Institution's Data, or Institution's use of Institution Data as authorized and contemplated by this Agreement. The foregoing indemnity shall not apply to any infringement arising out of any use of the Program(s) in any manner not authorized herein.

7.3 Security Breach. In the event that the failure of either party (the “breaching party”) to implement and maintain appropriate safeguards results in a breach of the security of the Disclosing Party’s Confidential Information, the breaching party shall, at its expense, provide any consumer notification required by Government Rules.

8.1 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AGGREGATE AMOUNT OF ANNUAL SUBSCRIPTION FEES PAYABLE OVER THE CURRENT TERM OF THIS AGREEMENT.

8.2 Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR PROGRAMS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.

8.3 Limitation of Action. Except for actions for non-payment or breach of either party's intellectual property rights, no action (regardless of form) arising out of this Agreement may be commenced by either party more than two (2) years after the cause of action has accrued.

8.4 External, Third Party Technology. During the License Term, Institution may choose to leverage technical platforms, tools and support from independent third parties to enhance the Program(s), such as offerings from Apple, API, and others (the “Third Parties”). In these cases, certain information provided by Institution to these Third Parties may be transmitted, posted, and/or used by these Third Parties in accordance with the respective Terms of Programs of such Third Parties and may be governed under these separate agreements. Such Third Parties shall not limit the Institution’s right or relieve it from any duties or liabilities hereunder. Campus Labs is independent of any such Third Parties and makes no representation or warranty concerning them or their actions or technology; all of which shall remain Institution’s sole risk and responsibility and Campus Labs disclaims any and all responsibility or liability in connection therewith.

9.1 License Term of Agreement and Renewal(s). The initial term of this Agreement will end on the third anniversary of the Effective Date as specified in Schedule A and subsequent amendments thereto. This Agreement will automatically extend for three (3) additional three-year periods, unless at least 120 days prior to the end of the current term, either party notifies the other party in writing of its desire not to extend the Term of this Agreement.

9.2 Term of Use. Institution agrees that the License Term for each respective module listed in the License Schedule attached hereto as Schedule A or in any additional License Schedule(s), shall commence on the Effective Date. Institution agrees to pay Campus Labs the annual Institution fee for each respective module by each anniversary of the Effective Date during the Term of this Agreement. Campus Labs will invoice Institution for the annual Institution fee(s) no later than thirty (30) days prior to the anniversary of the Effective Date of this Agreement. Institution licenses shall continue for the License Term specified in the relevant License Schedule.

9.3 Termination for Cause. A party may terminate this Agreement for cause upon thirty (30) days written notice of a material breach to the other party, provided such breach remains uncured at the expiration of the notice period. Upon any termination