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EXHIBIT I
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<br />Simpleview warrants: (i) that Simpleview has the right and authority to enter into and perform its
<br />obligations under this Agreement, (ii) that Simpleview shall perform the Services in a professional and
<br />workmanlike manner and (iii) none of the Simpleview Materials, any other materials used by Simpleview
<br />or any actions of Simpleview in connection with the Services will infringe or violate any right of any third
<br />pa rty.
<br />6.2 Client Warranties
<br />Client warrants that: (a) it has all authorization(s) necessary for hypertext links to third party Web
<br />sites, and, and (b) that the Client Content does not infringe or violate any right of any third party. Client
<br />shall provide all necessary Client Content, including database files, reports and other materials for
<br />implementation of the CMS and /or CRM.
<br />7. Indemnification
<br />7.1 Indemnification by Client
<br />Client agrees to indemnify, defend, and hold harmless Simpleview, its directors, officers,
<br />employees and agents, and defend any action brought against same with respect to any claim, demand,
<br />cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action
<br />results in proof: (i) would constitute a breach of any of Client's warranties, hereunder, (ii) arises out of the
<br />negligence or willful misconduct of Client, or (iii) any of the Client Content to be provided by Client
<br />hereunder or other material on the CMS and /or CRM provided by Client infringes or violates any rights of
<br />third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights,
<br />trademarks, trade secrets and /or licenses.
<br />7.2 Indemnification by Simpleview
<br />Simpleview agrees to indemnify, defend, and hold harmless Client, its directors, officers,
<br />employees and agents, and defend any action brought against same with respect to any claim, demand,
<br />cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action
<br />results in proof: (i) would constitute a breach of any of Simpleview's warranties hereunder, or (ii) arises
<br />out of the negligence or willful misconduct of Simpleview; or (iii) Client's use of, or Simpleview's use of,
<br />Simpleview Materials or any other materials used by Simpleview in connection with the Services, infringes
<br />or violates any rights of third parties, including, without limitation, rights of publicity, rights of privacy,
<br />patents, copyrights, trademarks, trade secrets and /or licenses
<br />8. Warranty Disclaimer and Limitation of Liability
<br />EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6, Simpleview MAKES NO
<br />WARRANTIES HEREUNDER, AND Simpleview EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS
<br />OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, AND
<br />WARRANTIES AGAINST INFRINGEMENT.
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