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DocuSign Envelope ID:23862A6C-DAD2-4C7F-98FE-91E5CE6EAEOE <br /> GOSECTION8.COM UNDER THIS AGREEMENT. The provisions of this Section 10, shall not apply to any <br /> claim or action arising under the confidentiality, intellectual property, or indemnification provisions of this <br /> Agreement. <br /> 11. Indemnity <br /> GoSection8.com shall defend, indemnify and hold harmless Client and its officers, directors, employees and agents <br /> from and against any and all liabilities, damages, losses or expenses, including reasonable attorneys'fees and costs, <br /> arising out of any third party claims or administrative or criminal proceedings alleging that the use of the Content, <br /> Licensed Program, Documentation or the Site infringes the intellectual property rights of a third party, provided <br /> that Client (a) promptly gives written notice of the claim or proceeding to GoSection8.com; (b) gives <br /> GoSection8.com sole control of the defense and settlement of the claim or proceeding (provided that <br /> GoSection8.com may not settle such claim or proceeding without Client's consent unless GoSection8.com <br /> unconditionally releases Client of all liability); and (c) provides to GoSection8.com, at GoSection8.com's cost, all <br /> reasonable assistance. <br /> If Client's quiet enjoyment and use of the Licensed Program is disrupted as a result of a third party infringement <br /> claim, GoSection8.com shall perform one or all of the following actions within ninety (90) days of the date Client <br /> notifies GoSection8.com of such third party's claim: <br /> (1) Replacement: Replace the Licensed Program by implementing a non-infringing software product of <br /> equivalent functional and performance capability of the Licensed Program; or <br /> (2) Modification: Modify the Licensed Program to avoid the infringement without eliminating the functional <br /> and performance capabilities of the Licensed Program as described in the Documentation; or <br /> (3) Obtain License: Obtain a license from the third party claiming infringement for Client's use of the <br /> Licensed Program; or, failing to provide any of these three alternatives, <br /> (4) Refund: Refund to Client a prorated portion of the license fees paid hereunder. <br /> THE FOREGOING IS IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT, WHICH ARE HEREBY <br /> OTHERWISE DISCLAIMED. <br /> 12.Intellectual Property <br /> Title to the Licensed Program and Documentation, including ownership rights to patents, copyrights, trademarks <br /> and trade secrets therein, are the exclusive property of GoSection8.com. Nothing contained in this Agreement is <br /> intended to convey any such property rights to Client. <br /> Any improvements or derivative works created from the Licensed Program or Documentation will be the sole <br /> property of GoSection8.com. <br /> Client agrees that it shall not modify, reverse engineer, decompile, create other works from, or disassemble the <br /> Licensed Program. <br /> 13. Contact Information <br /> Client may direct any questions regarding, services technology and support, to GoSection8.com via email at <br /> hasupport@GoSection8.com. <br /> 14.Force Majeure <br /> Page 5 of 9 <br /> Issue Date 4/1/17 <br />