Terms and Conditions
These Terms and Conditions (this “Agreement”) govern the provision of services by VDA Labs, LLC, a Michigan limited liability company (“VDA Labs”), to the client identified in the applicable quotation, statement of work, or purchase order (“Client”). By accepting a VDA Labs quotation, executing a statement of work, or submitting a purchase order referencing this Agreement, Client acknowledges and agrees to be bound by these Terms and Conditions as in effect on the date of such acceptance, execution, or submission. This Agreement, together with each applicable SOW (as defined below), constitutes the entire agreement between VDA Labs and Client with respect to the Services described therein.
01Services
1.1Services
Subject to the terms and conditions of this Agreement, VDA Labs will perform for Client certain cybersecurity and information technology services (“Services”), which may include but are not limited to: (a) Cybersecurity Assessment Services (penetration testing, vulnerability assessments, and security audits); (b) Managed Detection and Response Services (24/7/365 monitoring, threat detection, and incident response through the VDA Vigilance platform, including SIEM deployment and management, SOC operations, and SOAR integration); (c) Endpoint Protection Services (endpoint detection and response solutions, including deployment, configuration, and ongoing management of endpoint security platforms); (d) Incident Response Services (incident response, forensic investigation, and breach remediation on a retainer or time-and-materials basis); and (e) Security Consulting Services (compliance assessments, security architecture reviews, and risk management advisory). The specific details of the Services to be performed will be determined on a per-project basis, and the details for each project will be described in a written statement of work that is executed by both parties (“SOW”). Once executed by both parties, each SOW will be a unique agreement that incorporates the terms of this Agreement and stands alone with respect to all other SOWs. If there is a conflict between the terms of this Agreement and the terms of a SOW, the terms of this Agreement will control unless the SOW expressly states that a specific provision of this Agreement will be superseded by a specific provision of the SOW.
1.2Change Orders
Unless otherwise specified in a SOW, Client may reasonably request in writing that revisions be made with respect to the Services or Deliverable set forth in that SOW (“Change Order”). If a Change Order includes revisions that materially increase the scope of the Services or the effort required to deliver Work Product under the applicable SOW, then within ten (10) business days after VDA Labs’s receipt of the Change Order, VDA Labs will deliver to Client a written, revised SOW reflecting VDA Labs’s reasonable determination of the revised Services, work product, delivery schedule, and payment schedule, if any, that will apply to the implementation of the revisions. If Client approves the revised SOW, then the parties will execute it, and upon execution, the revised SOW will supersede the then-existing SOW. If Client does not approve the revised SOW within five (5) business days after its receipt by Client, the then-existing SOW will remain in full force and effect, and VDA Labs will have no further obligation with respect to the applicable Change Order.
1.3Performance Standard
VDA Labs will perform the Services in accordance with the applicable SOW, including any specifications in the SOW. VDA Labs will use reasonable efforts to complete the Services, including the delivery of any Work Product, in accordance with the schedule of times and milestones specified in the SOW.
1.4Delays
If any phase of a SOW is delayed or if additional VDA Labs resources are required because a project dependency as defined in the SOW is not met, such event will constitute a change and Client will compensate VDA Labs for the additional resources and/or time. The calculation for such additional compensation will be based on a prorated portion of the current fixed Fee set forth in the applicable SOW, or for time and materials engagements, at VDA Labs’s then-current hourly billing rates.
1.5Personnel
VDA Labs may utilize employees, subcontractors, or independent contractors to perform all or part of the Services. VDA Labs will remain solely responsible for the performance of all of the Services.
1.6Acceptance
Upon completion of any materials developed by VDA Labs pursuant to its performance of the Services (“Deliverable”), VDA Labs shall provide a complete copy thereof to Client. Client shall be responsible for any additional review and testing of such Deliverable in accordance with any applicable acceptance criteria and test suites, as agreed by the parties for each Deliverable. If Client, in its reasonable and good faith judgment, determines that any submitted Deliverable does not perform the functional requirements specified for such Deliverable in the SOW, Client shall have an acceptance period lasting five (5) days after VDA Labs’s submission of the Deliverable to give written notice thereof to VDA Labs specifying the deficiencies in detail. VDA Labs shall use commercially reasonable efforts to promptly cure any such deficiencies or provide a detailed explanation describing precisely how the identified Deliverable adheres to and satisfies all applicable requirements within twenty (20) days of such notice. If Client fails to reject any Deliverable within the acceptance period and in the manner described above, such Deliverable shall be deemed accepted at the end of the acceptance period.
1.7Support
VDA Labs shall be the sole point of contact for Client with respect to support for the Services, including any Third-Party Products incorporated therein. Client shall direct all support requests to VDA Labs and shall not contact third-party vendors directly for support related to the Services unless expressly authorized by VDA Labs in writing.
02Client Responsibilities
2.1Client Obligations
Client will comply with all reasonable requests for information or assistance related to the Services, including, without limitation (a) providing feedback on deliverables in a timely fashion as requested; and (b) that deliverables are timely launched so as to comply with the SOW. Any failure of cooperation under this Section 2.1 is considered a material breach of this Agreement.
2.2Equipment
Client is responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Client shall also be responsible for maintaining the security of the Equipment.
2.3Security & Privacy
Client is responsible for (a) the accuracy, quality, and lawful use of Client Data, and the means by which Client acquired Client Data; (b) taking steps to maintain appropriate security, protection, and backup of Client Data; and (c) compliance with all applicable data privacy and security laws, including but not limited to HIPAA, CCPA, GDPR, and the Gramm-Leach-Bliley Act, to the extent applicable to Client’s business. Unless specifically stated in a SOW, Client agrees not to transmit or store protected health information, information protected by the Gramm-Leach-Bliley Act, ITAR- or EAR-controlled information, or any export-controlled matter through the Services without VDA Labs’s prior written consent. Client shall maintain and display a privacy policy that describes to Client’s users the information that is collected, how such information is used and shared, and how it relates to the Services and any Third-Party Products utilized. Client will process all data only as permitted by applicable law and this Agreement.
03Confidentiality
3.1Obligations
Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business, including, but not limited to, business strategies, methodologies, trade secrets, pricing (including as it relates to Third-Party Products), software programs, service or product offerings, relationships with third parties, client lists and information regarding clients, vendors, pricing, employees and affiliates not generally known to the public (“Confidential Information”). Confidential Information of Client includes non-public data provided by Client to VDA Labs as part of the Services (“Client Data”). The Receiving Party agrees: (a) to take reasonable precautions to protect such Confidential Information; and (b) not to use (except in performance of a party’s rights or obligations under this Agreement) or divulge to any person any such Confidential Information, except to the Receiving Party’s directors, officers and employees who need to have access to such Confidential Information to perform its rights or obligations under this Agreement and who are bound by written confidentiality obligations at least as protective as those set forth in this Agreement.
3.2Exclusions
The Disclosing Party agrees that the obligations in Section 3.1 shall not apply with respect to any Confidential Information after three (3) years following the disclosure thereof or any Confidential Information that the Receiving Party can document: (a) is or becomes generally available to the public through no wrongful act of the Receiving Party; (b) was in its possession or known by it prior to receipt from the Disclosing Party; (c) was rightfully disclosed to it without restriction by a third party; (d) was independently developed without use of any Confidential Information of the Disclosing Party; or (e) is required to be disclosed by law. Notwithstanding the foregoing, obligations with respect to trade secrets shall survive for so long as such information constitutes a trade secret under applicable law.
3.3Return or Destruction
Within fourteen (14) days of a request by Disclosing Party, the Receiving Party will return or destroy, at Disclosing Party’s option, all property including, but not limited to, documents, records, tapes and any other media as well as all copies thereof in its possession or under its control that contains Confidential Information of Disclosing Party.
3.4Security Obligations
VDA Labs will use commercially reasonable efforts to maintain a security program designed to (a) ensure the security and integrity of Client Data; (b) protect against threats or hazards to the security or integrity of Client Data; and (c) prevent unauthorized access to Client Data. VDA Labs adheres to the NIST 800-171 Framework. In the event of a breach of Client Data security, VDA Labs will notify Client without undue delay. Client acknowledges that no security solution can guarantee complete protection against all threats, and VDA Labs does not warrant that its Services will identify or prevent all security incidents, vulnerabilities, or breaches.
3.5Injunctive Relief
The parties acknowledge that Confidential Information has competitive value and that irreparable damage may result to the Disclosing Party if the Receiving Party improperly discloses Confidential Information. The parties agree that legal proceedings at law or in equity including injunctive relief may be appropriate in the event of a breach of this Section 3.
04Proprietary Rights
4.1Work Product
Except as expressly set forth to the contrary in a SOW, all works of authorship, inventions, discoveries, improvements, methods, processes, formulas, designs, techniques, and information conceived, discovered, developed or otherwise made (as necessary to establish authorship, inventorship, or ownership) by VDA Labs in the course of performing the Services as set forth in a SOW (collectively, “Work Product”) will upon VDA Labs’s receipt of full payment for the applicable SOW be the sole property of Client. Any assignment to Client of Work Product includes all moral rights. Work Product that constitutes copyrightable subject matter will be considered “works made for hire” to the extent permitted under the United States Copyright Act. To the extent that ownership of the Work Product does not by operation of law vest in Client, VDA Labs will assign and does hereby assign to Client all right, title, and interest in and to the Work Product, including all related intellectual property rights. VDA Labs shall cooperate with Client and execute all reasonable documents and take other necessary actions as reasonably directed by Client to effect the foregoing grant of rights. Notwithstanding the foregoing, Work Product shall not include any VDA Labs Materials, pre-existing intellectual property, general knowledge, skills, experience, ideas, concepts, know-how, techniques, or tools (including software tools, scripts, and testing methodologies) developed or used by VDA Labs, whether developed before, during, or after the performance of Services, even if informed by the Services.
4.2VDA Labs Materials
VDA Labs may incorporate an invention, discovery, idea, original works of authorship, development, improvements, trade secret, concept, or other proprietary information or intellectual property right owned by VDA Labs or in which VDA Labs has an interest, prior to, or separate from, performing the Services under this Agreement, including, without limitation, know-how, methods, processes, templates, tools, generic computer coding, generic designs, and generic graphics (“VDA Labs Materials”). VDA Labs hereby grants to Client a nonexclusive, revocable (upon termination of this Agreement), and worldwide license to make, have made, use, import, offer for sale, sell, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform, and otherwise exploit those VDA Labs Materials solely as necessary to use the Work Product in accordance with the applicable SOW during the Term. Client shall not: (a) tamper, amend, alter, or disable any electronic license file or other license expiring mechanism, or cause or permit the reverse engineering, translation, disassembly or decompilation of VDA Labs Material or otherwise attempt to derive source code or the underlying ideas, algorithms, structure or organization from VDA Labs Material or any part thereof; (b) sell, resell, license, sublicense, rent, lease, lend, transfer or permit access to VDA Labs Materials; or (c) access or use VDA Labs Materials for purposes of developing a competing software service or product to VDA Labs’s detriment or commercial disadvantage.
4.3Client Materials
All materials, information, and other content that Client may provide to VDA Labs in the course of performing the Services (“Client Materials”) remain the sole property of Client. Client hereby grants to VDA Labs a nonexclusive, irrevocable (during the Term of this Agreement), nontransferable, sublicensable, worldwide, and royalty-free license to use the Client Materials in connection with the performance of the Services. Except for Client Materials, VDA Labs retains all right, title, and interest to any materials, information, and other content that VDA Labs uses during the course of performing the Services. IT IS EXPRESSLY UNDERSTOOD AND ACKNOWLEDGED THAT CLIENT IS RESPONSIBLE FOR ALL CLIENT MATERIALS, INCLUDING CONTENT AND LINKS OF CONTENT OR OTHER FORUMS.
4.4Feedback
If Client provides any feedback to VDA Labs concerning the Services, Client hereby irrevocably assigns to VDA Labs all right, title, and interest in and to such feedback, and VDA Labs is free to use the feedback without payment or restriction.
4.5Trademarks
VDA Labs may use Client’s name, trademark, tradename, service mark, and logo in its client lists, promotional materials, and on its website and other social media platforms to identify Client as VDA Labs’s Client.
4.6Client Data
Client shall own all right, title and interest in and to the Client Data. Client hereby grants to VDA Labs during the Term a non-exclusive, irrevocable (subject to Client’s rights to terminate this Agreement), royalty-free, transferable, worldwide license, with the right to grant and authorize sublicenses as set forth below, to process, transmit, store, use, disclose, display, and benefit from the Client Data in connection with the performance of its obligations or the exercise of its rights under this Agreement. VDA Labs may sublicense this license to any third party who acts for or in support of VDA Labs, provided that VDA Labs is responsible for any breach of this Agreement by any such sublicensee. Client shall be solely responsible for daily back-up and other protection of Client Data and Client software against loss, damage or corruption. Client shall be solely responsible for reconstructing Client Data (including but not limited to data located on disk files and memories) and software that may be lost, damaged or corrupted during the performance of Services.
4.7VDA Labs Data
Subject to this Agreement and applicable law: (a) VDA Labs may collect, generate, and analyze data relating to the provision, use, support, and performance of the Services (“Usage Data”); and (b) VDA Labs may also use Client Data in aggregated and deidentified form (collectively, “VDA Labs Data”). VDA Labs may use and disclose Usage Data, subject to this Agreement, to operate, maintain, secure, improve, and enhance the Services and for development, diagnostic, corrective, security, analytics, and other business purposes in connection with the Services and other VDA Labs offerings, during and after the Term.
4.8Third Party Products
VDA Labs assumes no responsibility for, and specifically disclaims any liability or obligation with respect to, any third party products incorporated into the Work Product.
4.9Third-Party Vendor Products
Certain Services may incorporate or rely upon third-party vendor products, software, or platforms, including but not limited to products from CrowdStrike, Securonix, SentinelOne, and their affiliates (“Third-Party Products”). Client acknowledges and agrees that: (a) Third-Party Products are subject to the terms and conditions of the applicable third-party vendor’s end user agreement or terms of service, which are incorporated by reference and which Client agrees to comply with (for the avoidance of doubt, (i) Client’s use of CrowdStrike products is subject to the terms at www.crowdstrike.com/terms-conditions/; (ii) Client’s use of Securonix products is subject to the terms at www.securonix.com/legal-center/; and (iii) Client’s use of SentinelOne products is subject to the terms at www.sentinelone.com/legal); (b) VDA LABS MAKES NO WARRANTY OF ANY KIND REGARDING THIRD-PARTY PRODUCTS, AND ALL SUCH PRODUCTS ARE PROVIDED “AS IS”; (c) Client shall not reverse engineer, decompile, disassemble, or attempt to derive the source code, algorithms, detection methodologies, or machine learning methods of any Third-Party Products, or circumvent their functions, or attempt to gain unauthorized access to any Third-Party Products or their related systems or networks; (d) VDA Labs’s sole obligation with respect to Third-Party Products shall be to pass through to Client such warranties, if any, as are provided by the applicable third-party vendor; (e) Client shall not use Third-Party Products in any hazardous environments requiring fail-safe performance, including aircraft navigation, nuclear facilities, communication systems, weapons systems, or direct or indirect life-support systems; (f) VDA Labs may monitor Client’s use of Third-Party Products to ensure quality and verify compliance; (g) Third-Party Products may include third-party open source software components (notice of any applicable open source license terms is available at the URLs provided by the applicable vendor) and Client shall comply with all such open source license terms; and (h) if a third-party vendor requires VDA Labs to refund fees for a Third-Party Product, Client shall promptly reimburse VDA Labs for the corresponding proportionate amount of any fees already paid by VDA Labs to such vendor on Client’s behalf. Without limiting the foregoing, VDA Labs does not guarantee or warrant that Third-Party Products will find, locate, or discover all system threats, vulnerabilities, malware, or malicious software, and Client shall not represent to any third party that VDA Labs or any vendor has provided such a guarantee or warranty.
4.10Usage Entitlements and Overages
Third-Party Products are subject to usage limits, including but not limited to endpoint counts, events per second (EPS), data ingestion volumes, and user counts, as specified in the applicable SOW. VDA Labs will monitor Client’s use of Third-Party Products. If Client exceeds its usage entitlements, VDA Labs may invoice Client for overage charges at the rates specified in the applicable SOW or, if not specified, at VDA Labs’s then-current overage rates. Client shall pay all overage invoices within thirty (30) days of receipt. Continued excess usage and failure to pay overage charges in a timely manner may result in suspension or termination of Client’s access to the applicable Third-Party Products.
05Payment of Fees
5.1Fees
Client will pay VDA Labs the then applicable fees and expenses described in the applicable SOW or quotation for the Services in accordance with the terms therein (collectively, the “Fees”). VDA Labs reserves the right to change the Fees and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days prior notice to Client (which may be sent by email). If Client believes that VDA Labs has billed Client incorrectly, Client must contact VDA Labs no later than ten (10) days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Client shall be responsible for all taxes associated with the Services other than U.S. taxes based on VDA Labs’s net income.
5.2Invoicing
VDA Labs may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by VDA Labs thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 2.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of performance of the Services.
06Term and Termination
6.1Term
Unless otherwise specified in the applicable SOW or quotation, the initial term of this Agreement commences on the date Client accepts a VDA Labs quotation, executes a SOW, or submits a purchase order referencing this Agreement (the “Effective Date”) and continues for one (1) year from the Effective Date (the “Initial Term”). After the Initial Term, this Agreement automatically renews in successive one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”) unless either party provides written notice of its intent not to renew to the other party at least ninety (90) days prior to the end of the Initial Term or the then-current Renewal Term.
6.2Termination
In addition to any other remedies it may have, either party may also terminate this Agreement or any SOW upon thirty (30) days’ written notice (or without notice in the case of nonpayment) if the other party materially breaches any of the terms or conditions of this Agreement or the applicable SOW; provided, however, that the breaching party shall have thirty (30) days from receipt of written notice to cure such breach if it is capable of cure. No termination or cancellation of this Agreement may occur other than as a result of a material breach of the Agreement. Client will pay in full for the Services up to and including the last day on which the Services are provided (and if VDA Labs terminates this Agreement due to Client’s material breach, Client will pay the balance of the Fees based on the average amount of monthly Fees paid or payable to VDA Labs for the period prior to the effective date of termination). Upon any termination by Client other than for VDA Labs’s uncured material breach, Client shall pay VDA Labs for (i) all Services performed and expenses incurred through the date of termination, and (ii) any non-cancellable commitments made by VDA Labs to third-party vendors on Client’s behalf.
6.3Survival
All sections of this Agreement which by their nature should survive termination will survive termination, including Sections 3, 4, 5, 6.3, 7.3, 8, 9, 10, 11, 12, 13, and 15.
07Warranty and Disclaimer
7.1Mutual Representations and Warranties
Each party represents and warrants that: (a) it is a legally existing entity with the authority to enter into this Agreement; and (b) the individual accepting this Agreement on behalf of Client has the legal authority to bind Client.
7.2VDA Labs Warranty
VDA Labs shall use reasonable efforts consistent with prevailing industry standards to perform the Services in a professional and workmanlike manner and in accordance with the specifications set forth in the applicable SOW. Subject to Section 1.6, VDA Labs will correct any Services not in conformance with the SOW specifications, provided that Client notifies VDA Labs in writing of such nonconformity within ninety (90) days from Client’s acceptance of such Services. The foregoing and the rights and obligations set forth in Section 1.6 shall be Client’s sole and exclusive remedy for any defects in the Services.
7.3DISCLAIMER
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, THE SERVICES ARE PROVIDED “AS IS” AND VDA LABS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VDA LABS DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. UNDER NO CIRCUMSTANCE WILL VDA LABS AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), LICENSORS, AND AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, REPRESENTATIVES, CONTRACTORS, EMPLOYEES, SUCCESSORS, AND ASSIGNS BE HELD RESPONSIBLE FOR ANY LOSSES OR DAMAGES WITH REGARD TO THE CONTENT CREATED OR ADAPTED FOR CLIENT’S USE.
08Indemnity
8.1VDA Labs Obligations
VDA Labs shall defend and indemnify Client from liability to third parties resulting from infringement by the Services of any United States patent or copyright or misappropriation of any trade secret; provided, that VDA Labs is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement. VDA Labs will not be responsible for any settlement it does not approve in writing. VDA Labs’s obligations under this Section 8.1 do not apply: (a) with respect to portions or components of the Services: (i) not supplied by VDA Labs, (ii) made in whole or in part in accordance with Client’s specifications, (iii) that are modified after delivery by VDA Labs, or (iv) that are combined with other products, processes or materials where the alleged infringement relates to such combination; (b) where Client continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; (c) where Client’s use of the Services is not strictly in accordance with this Agreement; or (d) where such claim arises, in whole or in part, from Client’s gross negligence or willful misconduct.
8.2Client Obligations
Client hereby agrees to indemnify and hold harmless VDA Labs and VDA Labs’s affiliates and its and their officers, directors, representatives, contractors, employees, successors, and assigns against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from: (a) Client’s material breach of this Agreement; (b) liability resulting from VDA Labs’s use of Client Data or Client Materials in accordance with this Agreement; or (c) where such claim arises, in whole or in part, from Client’s gross negligence or willful misconduct.
8.3Procedure
A party seeking indemnification (the “Indemnified Party”) will (a) provide the other party (the “Indemnifying Party”) with prompt written notice of any event giving rise to a claim of indemnification, (b) permit the Indemnifying Party to assume and control the defense of such action, with counsel chosen by the Indemnifying Party, and (c) at the Indemnifying Party’s request, cooperate with the Indemnifying Party with the defense or settlement of such claim. No Indemnified Party shall enter into any settlement agreement for which it will seek indemnification under this Agreement from the Indemnifying Party without the prior written consent of the Indemnifying Party.
09Limitation of Liability
9.1General
NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, VDA LABS AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), LICENSORS, AND AFFILIATES AND ITS AND THEIR OFFICERS, DIRECTORS, REPRESENTATIVES, CONTRACTORS, EMPLOYEES, SUCCESSORS, AND ASSIGNS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; OR (C) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CLIENT TO VDA LABS FOR THE SERVICES UNDER THE APPLICABLE SOW, IN EACH CASE, WHETHER OR NOT VDA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
9.2Client Data
WITHOUT LIMITING THE FOREGOING, NEITHER VDA LABS NOR ITS AFFILIATES AND ITS AND THEIR SUPPLIERS, SUBCONTRACTORS AND AGENTS SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY LOSS, DAMAGE OR CORRUPTION OF CLIENT DATA, AND CLIENT ASSUMES ALL RISK OF LOSS, DAMAGE OR CORRUPTION OF CLIENT DATA IN ANY WAY RELATED TO OR RESULTING FROM THE SERVICES.