9. Intellectual Property Neither Party will use the other Party’s trademark or any other proprietary designations of the other, or use the other’s name in advertisements, as a reference or otherwise, without prior written consent. Nothing in this Agreement creates or grants any proprietary right, title or interest to the Referring Party with respect to the RELAYTO Service or any RELAYTO Service Agreement, or the information gathered or services provided hereunder. 10. Limitation of Liability 10.1 TypesofDamages Except for liabilities arising out of a Party’s indemnification obligations, or either Party’s breach of its confidentiality obligations herein, neither Party is liable for any special, indirect, incidental or consequential damages, whether arising in an action of contract, tort or any other legal theory, including without limitation, lost profits or revenues. 10.2 MonetaryCap Except for liabilities arising out of a Party’s indemnification obligations, or either Party’s breach of its confidentiality obligations herein, neither Party’s liability under this Agreement will exceed the total Commission earned by the Referring Party under this Agreement during the 12 months immediately before the date the claim first arose. 11. General 11.1 GoverningLaw This Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware without regard to conflict of laws and all disputes arising under or relating to this Agreement shall be brought and resolved solely and exclusively in the State Court located in Delaware. Should any legal action be commenced in connection with this Agreement, the prevailing party in such action shall be entitled to recover, in addition to court costs, such amountasthecourt may adjudge as reasonable attorneys’ fees. 11.2 Notices Anynotice under this Agreement is deemed given and received when: personally delivered to such Party (RELAYTO or Referring Party) Orelectronically: If to RELAYTO: