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DocuSign Envelope ID: DA019459-39F3-45AD-8430-92342948DC63
<br /> descriptions, photographs, images,financial,transactional,tenant,contact or other information to the CDX unless Subscriber has legal rights to publish,advertise and
<br /> distribute that information.
<br /> Subscriber hereby grants to Xceligent a non-exclusive license to develop,use,display,distribute,exploit and sell Derivative Works utilizing Database Content entered into
<br /> the CDX by or on behalf of Subscriber and Subscriber's Users.
<br /> If an error in the Database Content or in any information contained in the CDX is caused by Xceligent,Subscriber's sole remedy will be the correction of the error after
<br /> notice to Xceligent.
<br /> 7 4 Xceligent may modify or suspend access to the CDX Services(a)as necessary to comply with any law or regulation as reasonably determined by Xceligent,(b)to comply
<br /> with any court order or instruction or(c)if deemed reasonably necessary by Xceligent to prevent substantial harm to Xceligent or their businesses.
<br /> Xceligent shall retain all right,title and propriety interest(including without limitation all copyrights,trademarks,patents,and trade secrets)in and to the CDX Service(other
<br /> than Subscriber's Database Content),CDX Application and CDX including the designs,user interfaces, protocols,the"look and feel"of all screens and the organization
<br /> and presentation of any of its components and Subscriber shall not acquire any proprietary rights thereto. Subscriber acknowledges that the development of the CDX
<br /> Service,CDX Application and CDX involved the expenditure of substantial time and money. Except as expressly provided herein,Xceligent does not grant any rights to
<br /> Subscriber or any Users under any patents, copyrights, trademarks or trade secret information. Subscriber shall not alter or remove Xceligent's name, trademarks,
<br /> copyright notices,disclaimers or other restrictive legends on the CDX Service,CDX Application and CDX,any component thereof.
<br /> Without limiting any other provision in this Agreement,Xceligent grants Subscriber a limited, non-exclusive, non-transferable, non-assignable, revocable license to use
<br /> the CDX Service(and the Database Content not entered into by Subscriber or Subscriber's Users)solely for internal use including the provision of services to its clients
<br /> or marketing its services to prospective clients in accordance with the terms, restrictions and limitations set forth herein(including without limitation,the prohibitions set
<br /> forth in Section 7.7).
<br /> 7, Subscriber acknowledges that the following are strictly prohibited:(i)the license,grant,transfer,sale,assignment,and distribution of the CDX Service(and the Database
<br /> Content not entered into by Subscriber or Subscriber's Users) or otherwise making the CDX Service (and the Database Content not entered into by Subscriber or
<br /> Subscriber's Users)available to,or utilizing for,any third party;(ii)redistribution to any third party any Database Content not entered into by Subscriber or Subscriber's
<br /> Users;and(iii)developing a competitive product or service or building a product using the same features and functions of the CDX Service or similar ideas,features,
<br /> functions,or graphics.
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<br /> a, Subscriber represents, warrants and covenants that, and Subscriber will comply with all applicable laws, rules and regulations. Subscriber represents, warrants and
<br /> covenants that(i)neither the execution of this Agreement by Subscriber nor its performance of its obligations hereunder violates any agreement to which it is a party or
<br /> by which it is bound,(ii)it has the right to enter into this Agreement and perform its obligations hereunder and to grant to Xceligent the rights set forth in this Agreement
<br /> and the rights in the Database Content submitted by Subscriber and its Users,(iii) no submission of Database Content will violate the rights of any third party,whether
<br /> those rights arise by contract or otherwise,and(iv)Subscriber will comply with all applicable laws,rules and regulations with regard to the performance of its obligations
<br /> hereunder and the use of the CDX Service.
<br /> EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT,XCELIGENT DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS WITH RESPECT
<br /> TO THE SERVICES PROVIDED, WHETHER EXPRESSED OR IMPLIED, ARISING BY LAW, CUSTOM, ORAL OR WRITTEN STATEMENTS OR OTHERWISE,
<br /> INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-INFRINGEMENT,FREEDOM OF INTERFERENCE WITH ENJOYMENT,MERCHANTABILITY,QUALITY,
<br /> ACCURACY,COMPLETENESS,FITNESS OF RESULTING WORK PRODUCT AND FITNESS FOR A PARTICULAR PURPOSE OR THAT THE CDX APPLICATION
<br /> OR THE CDX WILL GENERATE CERTAIN RESULTS, WORK IN COMBINATION WITH OTHER COMPONENTS OR AS AN INTEGRATED SYSTEM OR WILL
<br /> FULFILL ANY SUBSCRIBER'S PARTICULAR NEEDS.
<br /> 5 a Access by Subscriber and Users to Database Content and modifications or additions thereto and related documentation,regardless of form,is provided"as is"and with
<br /> all au is and the entire risk
<br /> as to satisfactory qualit ,performance,accurac and effort is with Subscriber.
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<br /> Subscriber shall indemnify Xceligent and its directors,officers,employees and affiliates(collectively,the"Covered Entities")and defend and hold harmless the Covered
<br /> Entities from and against any and all losses,damages,expenses and liabilities suffered by any of them or to which any of them become subject, resulting from,arising
<br /> out of or relating to: (1)any claim,action or demand with respect to the business, resources,technology or services of Subscriber(including the Database Content of
<br /> Subscriber)for: (a)infringement or misappropriation of any intellectual property rights;(b)defamation,libel,slander,obscenity, pornography or violation of the rights of
<br /> privacy or publicity; or(c)spamming or any other offensive, harassing or illegal conduct or violation of the acceptable use guidelines of the CDX; or(2)the business,
<br /> resources or services of Subscriber(including the Database Content of Subscriber). Subscriber shall not enter into any settlement that adversely affects Xceligent's rights
<br /> or interests without first obtaining the prior written consent of Xceligent,as applicable.
<br /> 9 2 Xceligent shall defend,indemnify and hold Subscriber harmless Subscriber from and against any and all losses,damages,expenses and liabilities suffered by Subscriber
<br /> or to which Subscriber become subjects,resulting from,arising out of or relating to any completed third party claim,demand or action that the CDX Service(excluding the
<br /> Database Content and any information or technology provided by any Subscriber and excluding any combination of Database Content with other products or information
<br /> not a part of the CDX)infringes the United States patents,trademarks,copyrights,trade secrets or other intellectual property rights of any third party.In no event will the
<br /> obligations of Xceligent under this Section 9.2 apply to any claim which arose from (i)a use of the CDX Service by Subscriber or any of its Users which was not in
<br /> accordance with the terms of this Agreement, or(ii)a modification to the CDX Service not consented to in writing by Xceligent.Without limiting the generality of the
<br /> foregoing,should the CDX Service or any part thereof become,or in Xceligent's opinion be likely to become,the subject of a claim of infringement or the like,Xceligent
<br /> may, in its sole discretion procure for Subscriber the right to continue using the CDX Service, or replace or modify the CDX Service without changing its functional
<br /> capabilities,so that the CDX Service becomes non-infringing. If Xceligent determines in its discretion that the foregoing are not reasonable,Xceligent may terminate this
<br /> Agreement and refund to Subscriber the entire fees paid to Xceligent by Subscriber prorated to reflect use of the CDX Service by Subscriber prior to commencement of
<br /> the claim or proceeding described herein.
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<br /> io 1 XCELIGENT'S LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED,IN THE AGGREGATE,THE AMOUNT OF SUBSCRIPTION FEES PAID BY SUBSCRIBER
<br /> PURSUANT TO THIS AGREEMENT FOR THE TWELVE MONTH PERIOD PRECEDING THE DATE OF THE ACTION OR OMISSION GIVING RISE TO SUBSCRIBER'S
<br /> CLAIM.
<br /> o z Xceligent will not be liable for any indirect damages,consequential damages,damages for loss of profits or revenues,lost data,business interruption or loss of business
<br /> µ nforme ossibilit of such dama.es by the Subscriber.
<br /> information arising in connection with this Agreement,even if i d of the�p� }y � � „xey * Y �
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<br /> Subscriber may not assign this Agreement or any of Subscriber's rights or obligations hereunder without Xceligent's prior written consent.
<br /> 2 This Agreement may not be amended or modified except in a written document signed by an authorized representative of both parties.
<br /> r a Subscriber agrees to allow Xceligent to use Subscriber's name and logo for the purpose of indicating Subscriber is a client of Xceligent without indicating any endorsement
<br /> of any services provided.
<br /> Subscriber acknowledges that a violation of this Agreement by it may cause substantial and irreparable injury to Xceligent for which Xceligent's remedies at law may not
<br /> be adequate. Accordingly,Subscriber agrees that Xceligent shall be entitled to seek injunctive relief with respect to any breach,or threatened breach,of this Agreement,
<br /> and that such right shall be in addition to,and not in limitation of,any other rights or remedies to which Xceligent may be entitled at law or in equity.The rights and remedies
<br /> provided for in this Agreement are cumulative and shall be in addition to any other rights and remedies provided by law or in equity.
<br /> _: All notices relating to this Agreement must be in writing and either delivered personally,mailed(first class mail,postage paid)certified mail,return receipt requested),by
<br /> overnight courier or transmitted by facsimile to the addresses set forth herein or to such other address as any party may substitute by written notice to the other.
<br /> 1 1 6 This Agreement and all of the transactions contemplated hereby will be governed by and construed in accordance with the laws of the state of Missouri,without regard to
<br /> any conflict or choice of law principles.The parties expressly agree to submit all disputes concerning this Agreement to the exclusive personal jurisdiction and venue of
<br /> the federal and state courts sitting in Kansas City,Missouri.
<br /> 1 7 If any provision of this Agreement is for any reason held unenforceable or invalid,then this Agreement shall be construed as if such provision were not contained herein.
<br /> a The parties to this Agreement are independent contractors. No party has any right or authority to act on behalf of any other party.
<br /> This Agreement constitutes the entire agreement,and supersedes all prior agreements,between the parties with respect to the subject matter hereof. In the event of a
<br /> conflict between the terms of this Agreement and any other source,the provisions of this Agreement shall control.
<br /> ,,io Neither Xceligent nor Subscriber will be liable for delays or failure in performance where the delay or failure is due to an event beyond either's control,including acts of
<br /> God,war,terrorism,civil disturbance or otherwise.
<br /> Neither party may disclose the terms and conditions of this Agreement to any third party.
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