Orange County NC Website
Rev. 1.01 <br />Page 6 of 7 <br /> <br />8.2. Indemnification by You. <br />You will defend Us against any claim, demand, suit or proceeding made or brought against Us by a third <br />party alleging that Your Data, or Your use of any Service or Content in breach of this Agreement, infringes <br />or misappropriates such third party’s intellectual property rights or violates applicable law (a “Claim Against <br />Us”), and will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a <br />result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided <br />We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense <br />and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it <br />unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense. <br />9. TERMS OF AGREEMENT. <br />This Agreement commences on the date you first accept it and continues until all subscriptions hereunder <br />have expired or have been terminated. <br />9.1. Term of Purchased Subscriptions. <br />The term of each initial subscription shall be not less than six months, unless specified otherwise on an <br />Order Form, at rates provided on the Order Forms executed as part of and incorporated into this Agreement. <br />Except as otherwise specified in this Agreement or an Order Form, subscriptions will automatically renew <br />monthly, unless either party gives the other notice of non-renewal at least 30 days before the end of the <br />relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as <br />that during the immediately prior term unless We have given You written notice of a pricing increase at <br />least 60 days before the end of that prior term, in which case the pricing increase will be effective upon <br />renewal and thereafter. <br />9.2. Termination. <br />A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a <br />material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party <br />becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, <br />liquidation or assignment for the benefit of creditors. We may terminate this Agreement if we discover <br />that you are using it for any illegal purpose. <br />9.3. Your Data Portability and Deletion. <br />Upon request by You made within 30 days after the effective date of termination or expiration of this <br />Agreement, We will make the Your Data available to You for export or download in CSV format or similar <br />common file forms. After that 30-day period, We will have no obligation to maintain or provide Your Data, <br />and may thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession <br />or control, unless legally prohibited. <br />9.4. Surviving Provisions. <br />The Sections titled "Fees and Payment for Purchase Services," "Proprietary Rights and Licenses," <br />"Confidentiality," "Disclaimers," "Mutual Indemnification," "Limitation of Liability," "Refund or Payment upon <br />Termination," "Portability and Deletion of Your Data," "Who You Are Contracting With, Notices, Governing <br />Law and Jurisdiction," and "General Provisions" will survive any termination or expiration of this Agreement. <br />10. ENTIRE AGREEMENT AND ORDER OF PRECEDENCE. <br />This Agreement is the entire agreement between You and Us regarding Your use of Services and Content <br />and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, <br />concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement <br />will be effective unless in writing and signed by the party against whom the modification, amendment or <br />waiver is to be asserted. <br />10.1. Assignment. <br />You may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, <br />without the other party’s prior written consent (not to be unreasonably withheld); provided, however, <br />DocuSign Envelope ID: A02BA949-9D15-4C84-8EF8-1B9312966848