|
<br />A‐0000000464
<br />CONFIDENTIAL 10 Rev . 03/31/2020
<br />(b) EXCEPT AS EXPRESSLY STATED HEREIN, THE PARTIES MAKE NO REPRESENTATION, WARRANTY, OR
<br />GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR
<br />COMPLETENESS OF THE SERVICES OR ANY CONTENT. PARTIES DISCLAIM ALL REPRESENTATIONS OR WARRANTIES
<br />THAT: (I) THE USE OF THE SERVICES OR API SHALL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR‐FREE OR
<br />OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) THE SERVICES OR
<br />API SHALL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (III) ANY STORED DATA SHALL BE ACCURATE OR
<br />RELIABLE; (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR
<br />OBTAINED BY YOU THROUGH THE SERVICES SHALL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (V) ERRORS
<br />OR DEFECTS SHALL BE CORRECTED; (VI) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE
<br />ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES A ND ALL CONTENT IS PROVIDED TO YOU
<br />STRICTLY ON AN "AS‐IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS,
<br />IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
<br />MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON‐INFRINGEMENT, ARE HEREBY DISCLAIMED TO
<br />THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY THE PARTIES.
<br />
<br />7.3 Indemnification.
<br />(a) Indemnity by DSI. DSI shall defend and indemnify Subscriber from any loss, damage or expense
<br />(including reasonable attorneys' fees) awarded by a court of competent jurisdiction, or paid in accordance with a
<br />settlement agreement signed by Subscriber, in connection with any Third Party claim (each, a "Claim") alleging
<br />that Subscriber's use of the Service as expressly permitted hereunder infringes upon any United States patent,
<br />copyright or trademark of such Third Party, or misappropriates the trade secret of such Third Party; provided that
<br />Subscriber (x) promptly gives DSI written notice of the Claim; (y) gives DSI sole control of the defense and
<br />settlement of the Claim; and (z) provides to DSI all reasonable assistance, at DSI's expense. If DSI receives
<br />information about an infringement or misappropriation claim related to the Service, DSI may in its sole discretion
<br />and at no cost to Subscriber: (i) modify the Service so that it no longer infringes or misappropriates, (ii) obtain a
<br />license for Subscriber's continued use of the Service, or (iii) terminate this Agreement (including Subscriber's
<br />Service subscriptions and Account) upon prior written notice and refund to Subscriber any prepaid Annual Fee
<br />covering the remainder of the term of the terminated Service subscriptions. Notwithstanding the foregoing, DSI
<br />shall have no liability or obligation with respect to any Claim that is based upon or arises out of (A) use of the
<br />Service in combination with any software or hardware not expressly authorized by DSI, (B) any modifications or
<br />configurations made to the Service by Subscriber without the prior written consent of DSI, and/or (C) any action
<br />taken by Subscriber relating to use of the Service that is not permitted under the terms of this Agreement. This
<br />Section 7.3(a) states Subscriber's exclusive remedy against DSI for any Claim of infringement of misappropriation
<br />of a Third Party's Intellectual Property Rights related to or arising from Subscriber's use of the Service.
<br />
<br />(b) To the extent allowable under applicable law, Subscriber shall defend and indemnify DSI from any
<br />loss, damage or expense (including reasonable attorneys' fees) awarded by a court of competent jurisdiction, or
<br />paid in accordance with a settlement agreement signed by DSI, in connection with any Claim alleging that the
<br />Subscriber Data, or Subscriber's use of the Service or the API in breach of this Agreement, infringes upon any United
<br />States patent, copyright or trademark of such Third Party, or misappropriates the trade secret of such Third Party;
<br />provided that DSI (x) promptly gives Subscriber written notice of the Claim; (y) gives Subscriber sole control of the
<br />defense and settlement of the Claim; and (z) provides to Subscriber all reasonable assistance, at Subscriber's
<br />expense. This Section 7.3(b) states DSI's exclusive remedy against Subscriber for any Claim of infringement of
<br />misappropriation of a Third Party's Intellectual Property Rights related to or arising from the Subscriber Data or
<br />Subscriber's use of the Service.
<br />
<br />DocuSign Envelope ID: DD188A2F-0774-457E-8F8D-BA0FB2CABB8E
|