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<br /> CONFIDENTIALITY NOTICE
<br />Not for use or disclosure outside of Acid Remap LLC or Client except as required by law
<br />written notice of the claim from the Acid Remap
<br />Indemnitees under this Section 7.1, (ii) Client has
<br />the right to control the defense of such claim and
<br />any related settlement negotiations, and (iii) the
<br />Acid Remap Indemnitees provide to Client, at Cli-
<br />ent’s request and expense, with the reasonable as-
<br />sistance, information and authority necessary to
<br />perform Client’s obligations under this Sec-
<br />tion 7.1. Notwithstanding the foregoing, Client
<br />shall not enter into any settlement that requires an
<br />admission of wrongdoing or payment by an Acid
<br />Remap Indemnitee without the consent of that
<br />Acid Remap Indemnitee. In the event that Client
<br />declines to perform its obligations under this Sec-
<br />tion 7.1, Acid Remap may perform those obliga-
<br />tions at Client’s expense.
<br />7.2 Intellectual Property Indemnity.
<br />(a) Acid Remap shall defend, indemnify and
<br />hold harmless Client, its officers, directors, em-
<br />ployees and Users (the “Client Indemnitees”)
<br />against any and all third party claims or allega-
<br />tions, including any losses, judgments, costs, fees
<br />(including reasonable attorney’s fees in the event
<br />that Acid Remap fails to meet its obligations here-
<br />under), damages, or other expenses of any kind re-
<br />lated to such claims or allegations, (collectively,
<br />“IP Claims”) that the Application infringes or mis-
<br />appropriates any patent, copyright, or trademark,
<br />trade secret or any other intellectual property right
<br />of any kind; provided, that (i) Acid Remap re-
<br />ceives prompt written notice of the IP Claim from
<br />the Client Indemnitees under this Section 7.2,
<br />(ii) Acid Remap has the right to control the defense
<br />of such claim and any related settlement negotia-
<br />tions, and (iii) the Client Indemnitees provide to
<br />Acid Remap, at Acid Remap’s request and ex-
<br />pense, with the reasonable assistance, information
<br />and authority necessary to perform Acid Remap’s
<br />obligations under this Section 7.2. In the event that
<br />Acid Remap declines to perform its obligations un-
<br />der this Section 7.2, Client may perform those ob-
<br />ligations at Acid Remap’s expense.
<br />(b) Acid Remap shall have no obligation un-
<br />der this Section 7.2 to the extent that an IP Claim
<br />arises from (i) the use of a superseded or altered
<br />release of the Application if the infringement
<br />would have been avoided by the use of a current
<br />unaltered release of the Application and Client was
<br />notified to cease use of the superseded release as a
<br />result of a claim of infringement, (ii) the modifica-
<br />tion of the Application by or on behalf of Client,
<br />except where such modification was approved in
<br />writing by Acid Remap; provided, that the in-
<br />fringement would not have resulted but for the
<br />modification, (iii) the use of the Application other
<br />than in accordance with the documentation, the
<br />Terms of Service and this Agreement, or (iv) the
<br />use of any materials or information provided to
<br />Acid Remap by Client, including, without limita-
<br />tion, Client Data, where the infringement would
<br />not have occurred but for such use, for which Cli-
<br />ent shall be solely responsible.
<br />(c) If the Application is held to infringe or is
<br />believed by Acid Remap to infringe, Acid Remap
<br />shall have the option, at its expense, to (i) replace
<br />or modify the Application to be non-infringing, or
<br />(ii) obtain for Client a license to continue using the
<br />Application. If it is not commercially reasonable to
<br />perform either of the foregoing options, then Acid
<br />Remap may terminate the Application license and
<br />refund the remainder of any license fees paid for
<br />the Application, and fees for any Services that di-
<br />rectly relate to such Application, pro-rated to re-
<br />flect the period of time in which Client had full and
<br />unrestricted access to the Application. This Sec-
<br />tion 7.2 states Acid Remap’s entire liability and
<br />Client’s exclusive remedy for any claim of in-
<br />fringement.
<br />(d) Client shall defend, indemnify and hold
<br />harmless, to the extent provided by North Carolina
<br />law, the Acid Remap Indemnitees against any
<br />losses, judgments, costs, fees (including reasona-
<br />ble attorney’s fees in the event that Client fails to
<br />meet its obligations hereunder), damages, or other
<br />expenses of any kind arising from third party
<br />claims that Acid Remap’s use of Client Data or any
<br />modifications to the Application requested by Cli-
<br />ent infringes any patent, copyright, or trademark or
<br />is a misappropriation of any trade secrets or any
<br />other form of intellectual property Agreement;
<br />provided, that (i) Client receives prompt written
<br />DocuSign Envelope ID: 57B81867-7CC5-4DAD-8EC6-2C80F5632E9A
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