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<br />A-0000000464
<br />CONFIDENTIAL 13 Rev . 03/31/2020
<br />the Agreement is terminated by Subscriber in accordance with this Section 6.2, DSI will refund any prepaid Subscription
<br />Fees covering the remainder of the Term of all Order Forms after the effective date of termination. If the Agreement is
<br />terminated by DSI in accordance with this Section 6.2, Customer will pay any unpaid fees covering the remainder of the
<br />term on all Order Forms to the extent permitted by applicable law. In no event will termination relieve the Subscriber of
<br />its obligation to pay any fees payable to DSI for the period prior to the effective date of termination. Without limiting the
<br />foregoing, in the event such breach that gives rise to the right by DSI to terminate this Agreement, DSI may elect to suspend
<br />Subscriber’s access and use of the Service, API and the Account until the breach is cured. DSI’s exercise of its suspension
<br />right shall be without prejudice to DSI’s right to terminate this Agreement upon written notice to Subscriber.
<br />6.3 Effect of Termination. Upon termination of this Agreement, (i) Subscriber’s access and use of the Service
<br />shall automatically and immediately cease, and (ii) subject to Section 3.4, DSI shall have no obligation to maintain the
<br />Subscriber Data or to forward the Subscriber Data to Subscriber or any Third Party.
<br />6.4 Survival. The following portions of this Agreement shall survive termination of this Agreement and
<br />continue in full force and effect: Sections 2, 3.4, 6.3, 7, 8 and 9. Termination of this Agreement, or any of the obligations
<br />hereunder, by either party shall be in addition to any other legal or equitable remedies available to such party, except to
<br />the extent that remedies are otherwise limited hereunder.
<br />Section 7.0 Representations, Warranties and Disclaimers
<br />7.1 Representations. Each party represents that: (i) it has full right, title and authority to enter into this
<br />Agreement; and (ii) this Agreement constitutes a legal, valid and binding obligation of Subscriber, enforceable against it
<br />in accordance with its terms.
<br />7.2 Warranties.
<br />(a) DSI represents and warrants that during the applicable subscription Term that Service will perform
<br />materially in accordance with the applicable Documentation. For any breach of this warranty in Section 7.2(a),
<br />Subscriber’s exclusive remedy and DSI’s entire liability shall be as described in Section 6.2 (Termination).
<br />(b) DSI represents and warrants that all such Professional Services shall be performed in a professional and
<br />workmanlike manner in accordance with generally accepted industry standards. For any breach of this warranty in Section
<br />7.2(b), Subscriber’s exclusive remedy and DSI’s entire liability shall be the re-performance of the applicable Professional
<br />Services.
<br />(c) SERVICE, CONTENT, DOCUMENTATION, STORED DATA AND BETA SERVICE ARE PROVIDED “AS-IS” AND AS
<br />AVAILABLE EXCLUSIVE OF ANY WARRANTY. EXCEPT AS EXPRESSLY STATED HEREIN, THE PARTIES MAKE NO
<br />REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH,
<br />AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT, DOCUMENTATION, STORED DATA OR
<br />BETA SERVICES. PARTIES SPECIFICALLY DISCLAIM ALL REPRESENTATIONS OR WARRANTIES WHETHER EXPRESS, IMPLIED,
<br />STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
<br />LAW.
<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 that
<br />Subscriber’s use of the Service as expressly permitted hereunder infringes upon any intellectual property rights, patent,
<br />copyright or trademark of such Third Party, or misappropriates the trade secret of such Third Party; provided that
<br />DocuSign Envelope ID: 4D9EE5C9-1C7C-4BC0-8831-A9615B43A0B9
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