Rabbi Yaakov Haber - Parshas Balak - The Speaking Donkey

f. Each party agrees that its obligations regarding Confidential Information and Personal Information
provided in this Agreement are necessary and reasonable to protect the other party and its business,
and that any breach of this Agreement would cause the other party to suffer irreparable harm for
which monetary damages would be inadequate compensation. Each party will be entitled to seek
an injunction or other equitable relief with respect to any actual or threatened breach of such
obligations, in addition to any other remedy.
7. Legal Compliance. Each of the parties agrees to comply with all applicable laws, regulations and
orders (including but not limited to the Telephone Consumer Protection Act, the CAN-SPAM Act, the
Do Not Call Implementation Act, the Telemarketing and Consumer Fraud and Abuse Prevention Act)
in its performance of its obligations under this Agreement and in its use of Lead Information.
8. Indemnification.
(a)
(b)
Buyer agrees to indemnify and hold Porch, its service providers, and its and their Representatives
harmless from and against all liabilities, damages, losses, costs and other expenses (including but
not limited to reasonable attorneys’ fees) (“Losses”) resulting from or relating to any third-party
claims, actions or proceedings (“Claims”) based on or arising out of (i) Buyer’s actions or
omissions with respect to Leads, Buyer’s use or possession of Lead Information or Buyer’s
breach of this Agreement or (ii) any information, content or materials provided by Buyer for use
by Porch in the generation of Leads.
Porch agrees to indemnify and hold Buyer and its Representatives harmless from and against all
Losses resulting from any Claims based on or arising out of Porch’s actions in generating Leads
for Buyer or Porch’s breach of this Agreement (other than Claims based on or arising out of
actions by Buyer, Buyer’s breach of this Agreement or Buyer’s use or possession of any Lead
Information).
9. Limitation of Liability. IN NO EVENT WILL PORCH’S LIABILITY UNDER THIS AGREEMENT
EXCEED THE TOTAL FEES PAID BY BUYER HEREUNDER. PORCH WILL NOT IN ANY
EVENT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF BUSINESS PROFITS,
BUSINESS INTERRUPTION, LOSS OF DATA, OR OTHER PECUNIARY LOSS, EVEN IF
PORCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF
SUCH DAMAGES ARE REASONABLY FORESEEABLE, WHETHER SUCH LIABILITY IS
BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL OR EQUITABLE
GROUNDS.
10. Severability. If any provision of this Agreement is determined to be invalid, illegal or unenforceable,
(a) the validity, legality and enforceability of any of the remaining provisions of this Agreement will
not in any way be affected or impaired thereby, (b) such provision will be deemed to be restated to
reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and
(c) the remainder of this Agreement will remain in full force and effect.
11. Assignment; Successors. Neither party may assign this Agreement, in whole or in part, without the
other party’s prior written consent, except that a party may assign this Agreement without the consent
of the other party (i) to any affiliated company of the assigning party or (ii) to a third party in connection
with any sale, transfer or other disposition of all or substantially all of the business or assets of the
assigning party. This Agreement will be binding on and inure to the benefit of and be enforceable by
the parties and their respective successors and permitted assigns.
Rev 8 – 2017.01.25