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DocuSign Envelope ID:200AAB67-E05A-478B-A4B7-4394A4F39148
<br /> Simpleview hereby grants to Client a non-exclusive nontransferable worldwide irrevocable royalty free license to
<br /> make use of Simpleview Materials that are incorporated in the Site and that are required for the operation of the Site.
<br /> Client cannot use the Simpleview Materials for any other purpose, including selling, copying or transferring any portions
<br /> to third parties, or providing Web site development or hosting services for others. Simpleview hereby reserves for itself
<br /> all rights in and to the Simpleview Materials not expressly granted to Client in the immediately foregoing sentence.
<br /> 6. Warranties
<br /> 6.1 Simpleview Warranties
<br /> Simpleview warrants: (i) that Simpleview has the right and authority to enter into and perform its obligations under
<br /> this Agreement; (ii) that Simpleview shall perform the Services in a professional and workmanlike manner; (iii) that nothing
<br /> in the Simpleview Material infringes or violates any right of any third party; and (iv) that Simpleview will take reasonable
<br /> measures to protect the Site from viruses, trojans, worms, or other malicious code and will take at least those measures
<br /> that it takes to protect its own computer systems, but in no case less than reasonable care.
<br /> 6.2 Client Warranties
<br /> Client warrants that: (a) it has all authorization(s) necessary for hypertext links to third party Web Site; and (b) that
<br /> the materials provided to Simpleview, including, without limitation, Client Content, descriptive claims, warranties,
<br /> guarantees, nature of business, are true and accurate; and (c) that the Client Content does not infringe or violate any
<br /> right of any third party. Client shall provide all necessary Client Content, including database files, reports and other
<br /> materials for implementation of the Content Management Systems application.
<br /> 7. Indemnification
<br /> 7.1 Indemnification by Client
<br /> Client agrees to indemnify, defend, and hold harmless Simpleview, its directors, officers, employees and agents,
<br /> and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability,
<br /> including reasonable attorneys' fees, to the extent that such action is based upon a claim that: (i) would constitute a
<br /> breach of any of Client's representations, warranties, or agreements hereunder; (ii) arises out of the gross negligence or
<br /> willful misconduct of Client; or (iii) any of the Client Content to be provided by Client hereunder infringes or violates any
<br /> rights of third parties, including, without limitation, rights of publicity, rights of privacy, patents, copyrights, trademarks,
<br /> trade secrets and/or licenses.
<br /> 7.2 Indemnification by Simpleview
<br /> Simpleview agrees to indemnify, defend, and hold harmless Client, its directors, officers, employees and agents,
<br /> and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability,
<br /> including reasonable attorneys' fees, to the extent that such action is based upon a claim that: (i) would constitute a
<br /> breach of any of Simpleview's representations, warranties, or agreements hereunder; or (ii) arises out of the gross
<br /> negligence or willful misconduct of Simpleview; or NO any of the Simpleview Materials to be provided by Simpleview
<br /> hereunder infringes 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 WARRANTIES
<br /> HEREUNDER, AND Simpleview EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
<br /> WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
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