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DocuSign Envelope ID: 79E3BFD4-30BE-4A79-9674-5A78DD593240
<br /> EXHIBIT 1 14
<br /> Simpleview warrants. (i) that Simpleview has the right and authority to enter into and perform its
<br /> obligations under this Agreement, (ii) that Sirnpleview 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 Sirnpleview in connection with the Services will infringe or violate any right of any third
<br /> party.
<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 /> traderarks, 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 Sirnpleview 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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