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Rev. 1.01 <br />Page 5 of 7 <br /> <br />Receiving Party containing protections no less stringent than those herein. Neither party will disclose the <br />terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and <br />accountants without the other party’s prior written consent, provided that a party that makes any such <br />disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal <br />counsel’s or accountant’s compliance with this Section 6.2. <br />6.3. Compelled Disclosure. <br />The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled <br />by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled <br />disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the <br />Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the <br />Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a <br />party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the <br />Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential <br />Information. <br />7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS <br />7.1. Representations. <br />Each party represents that it has validly entered into this Agreement and has the legal power to do so. <br />7.2. Our Warranties. <br />We warrant that (a) We will not materially decrease the overall security of the Purchased Services during <br />a subscription term, (b) We will not materially decrease the functionality of the Purchased Services during <br />a subscription term, and (c) the Purchased Services and Content will not introduce Malicious Code into Your <br />systems. For any breach of an above warranty, Your exclusive remedies are those described in Sections <br />9.2 (Termination). <br />7.3. Disclaimers. <br />EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, <br />WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS <br />ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR <br />A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY <br />APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY <br />WARRANTY WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION <br />OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. <br />8. MUTUAL INDEMNIFICATION <br />8.1. Indemnification by Us. <br />We will defend You against any claim, demand, suit or proceeding made or brought against You by a third <br />party alleging that the use of a Purchased Service in accordance with this Agreement infringes or <br />misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify <br />You from any damages, attorney fees and costs finally awarded against You as a result of, or for amounts <br />paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give <br />Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the <br />Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases <br />You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We receive information <br />about an infringement or misappropriation claim related to a Service, We may in Our discretion and at no <br />cost to You (i) modify the Service so that it no longer infringes or misappropriates, without breaching Our <br />warranties under Section 7.2 (Our Warranties), (ii) obtain a license for Your continued use of that Service <br />in accordance with this Agreement, or (iii) terminate Your subscriptions for that Service upon 30 days’ <br />written notice and refund You any prepaid fees covering the remainder of the term of the terminated <br />subscriptions. The above defense and indemnification obligations do not apply to the extent a Claim against <br />You arises from Content or Your breach of this Agreement. <br />DocuSign Envelope ID: A02BA949-9D15-4C84-8EF8-1B9312966848