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<br />10.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of
<br />the foregoing: (a) the indemnified party will promptly notify the indemnifying party in writing of any threatened or actual
<br />claim or suit; (b) the indemnifying party will have sole control of the defense or settlement of any claim or suit; and (c) the
<br />indemnified party will cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit.
<br />11. TERM AND TERMINATION
<br />11.1 Term. This Agreement will begin on the Effective Date and continue in full force and effect as long as any
<br />Order Form remains in effect, unless earlier terminated in accordance with the Agreement (the “Term”). Unless otherwise
<br />stated in the applicable Order Form, the term of an Order Form will begin on the effective date of the Order Form and
<br />continue in full force and effect for the time period specified therein, unless earlier terminated in accordance with the
<br />Agreement. Thereafter, the Order Form will automatically renew for additional terms of one (1) year unless either party gives
<br />written notice of non-renewal to the other party at least thirty (30) days prior to the expiration of the then-current term.
<br />11.2 Termination for Breach. Either party may terminate this Agreement immediately upon notice to the other
<br />party if the other party materially breaches this Agreement, and such breach remains uncured more than thirty (30) days
<br />after receipt of written notice of such breach.
<br />11.3 Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) all licenses
<br />granted hereunder will immediately terminate; (b) promptly after the effective date of termination or expiration, each party
<br />will comply with the obligations to delete or return all Confidential Information of the other party, as set forth in the Section
<br />9; provided that, for clarity, Remix is not obligated to delete or return Resultant Data; and (c) any amounts owed to Remix
<br />under this Agreement will become immediately due and payable. Sections 1, 3.3-3.8, 4, 5.3, 5.4, 7.2, 8, 9, 10, 11.3, 11.4, 12
<br />and 13 will survive expiration or termination of this Agreement for any reason.
<br />11.4 Data Extraction. For sixty (60) days after the end of the Term, as applicable, Remix will make Customer
<br />Content and Licensed Materials available to Customer through the Remix Solution on a limited basis solely for purposes of
<br />Customer retrieving such Customer Content and Licensed Materials, except to the extent Remix has instructed Customer to
<br />delete it. After such period, Remix may destroy all copies of Customer Content and Licensed Materials in its possession.
<br />12. CO-MARKETING.
<br />At the request of Remix, Customer agrees to the issuance of a joint press release on a mutually agreed upon date or the 90th
<br />day from the Effective Date, whichever is earlier. Each party will have the right to approve the press release in advance, but
<br />such approval will not be unreasonably delayed or withheld. Customer also agrees to use of Customer’s name and logo on
<br />Remix’s web site and in Remix promotional materials. Customer agrees that Remix may disclose Customer as a customer of
<br />Remix.
<br />13. MISCELLANEOUS
<br />13.1 Governing Law and Venue. This Agreement and any action related thereto will be governed and interpreted
<br />by and under the laws of the State of California, without giving effect to any conflicts of laws principles that require the
<br />application of the law of a different jurisdiction. Customer hereby expressly consents to the personal jurisdiction and venue
<br />in the state and federal courts of San Francisco County, California for any lawsuit filed there against Customer by Remix arising
<br />from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not
<br />apply to this Agreement.
<br />13.2 Export. Customer agrees not to export, report, or transfer, directly or indirectly, any U.S. technical data
<br />acquired from Remix, or any products utilizing such data, in violation of the United States export laws or regulations.
<br />13.3 Government End-Users. Elements of the Services are commercial computer software. If the user or
<br />licensee of the Services is an agency, department, or other entity of the United States Government, the use, duplication,
<br />reproduction, release, modification, disclosure, or transfer of the Services, or any related documentation of any kind,
<br />including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance
<br />with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement
<br />227.7202 for military purposes. All Services were developed fully at private expense. All other use is prohibited.
<br />DocuSign Envelope ID: 7D193E84-19B0-44EA-869F-A0805D3FC7A8
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