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Customer:Orange County, NC ReC211341755 <br />8.2.Protection of Confidential Information.Neither party will use or disclose any Confidential Information of the other <br />party except as expressly permitted by this Agreement.Each party will direct its Representatives to comply with this <br />Section 8.2 and will be responsible for any breach of this Section 8.2 by its Representatives. <br />9.REPRESENTATIONS, WARRANTIES AND COVENANTS <br />9.1.Each party represents and warrants to the other party that: <br />9.1.1.it is a corporation or Governmental Authority formed and validly existing in the jurisdiction of its formation; <br />9.1.2.it has all required power and capacity to enter into this Agreement,to grant the rights and licenses granted <br />under this Agreement and to perform its obligations under this Agreement; <br />9.1.3.the execution of this Agreement by its Representative whose signature is set forth on the applicable <br />execution pages hereof has been duly authorized by all necessary action on its part; and <br />9.1.4.when executed and delivered by each of the parties,this Agreement will constitute the legal,valid and <br />binding obligation of such party, enforceable against such party in accordance with its terms. <br />9.2.ReCollect represents,warrants and covenants to Customer that it will perform the Services using personnel of <br />required skill,experience and qualifications and in a professional and workmanlike manner in accordance with <br />generally recognized industry standards for similar services and will devote adequate resources to meet its <br />obligations under this Agreement. <br />9.3.Customer represents,warrants and covenants to ReCollect that Customer owns or otherwise has,and will have,the <br />necessary rights and consents in and relating to the Customer Data so that,as received by ReCollect and processed <br />in accordance with this Agreement,they do not and will not infringe,misappropriate or otherwise violate any <br />Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law. <br />9.4.DISCLAIMER OF CONDITIONS AND WARRANTIES.EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH <br />IN SECTION 9.1,SECTION 9.2 AND SECTION 9.3,ALL SERVICES AND RECOLLECT MATERIALS ARE <br />PROVIDED "AS IS"AND RECOLLECT HEREBY DISCLAIMS ALL CONDITIONS AND WARRANTIES,WHETHER <br />EXPRESS,IMPLIED,STATUTORY OR OTHERWISE UNDER THIS AGREEMENT,AND RECOLLECT <br />SPECIFICALLY DISCLAIMS ALL IMPLIED CONDITIONS AND WARRANTIES OF MERCHANTABILITY,FITNESS <br />FOR A PARTICULAR PURPOSE,TITLE AND NON-INFRINGEMENT,AND ALL WARRANTIES ARISING FROM <br />COURSE OF DEALING,USAGE OR TRADE PRACTICE.WITHOUT LIMITING THE FOREGOING,RECOLLECT <br />MAKES NO CONDITION OR WARRANTY OF ANY KIND THAT THE SERVICES OR RECOLLECT MATERIALS,OR <br />ANY PRODUCTS OR RESULTS OF THE USE THEREOF,WILL (a)MEET CUSTOMER'S OR ANY OTHER <br />PERSON'S REQUIREMENTS;(b)OPERATE WITHOUT INTERRUPTION;(c)ACHIEVE ANY INTENDED RESULT; <br />(d)BE COMPATIBLE OR WORK WITH ANY SOFTWARE,SYSTEM OR OTHER SERVICES EXCEPT IF AND TO <br />THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT;OR (e)BE SECURE,ACCURATE,COMPLETE, <br />FREE OF HARMFUL CODE OR ERROR FREE.WITHOUT LIMITING THE FOREGOING,IN NO EVENT SHALL <br />RECOLLECT HAVE ANY LIABILITY TO THE CUSTOMER OR ANY THIRD PARTY FOR PERSONAL INJURY <br />(INCLUDING DEATH)OR PROPERTY DAMAGE ARISING FROM FAILURE OF THE RECOLLECT SERVICE TO <br />DELIVER AN ELECTRONIC MESSAGE,HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY,EVEN IF <br />RECOLLECT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. <br />10.INDEMNIFICATION- Within the constraints of North Carolina law. <br />10.1.ReCollect Indemnification.ReCollect shall indemnify,defend and hold harmless Customer from and against any <br />and all Damages incurred by Customer arising out of or relating to any Action by a third party (other than an Affiliate <br />of Customer)to the extent that such Damages arise from any allegation in such Action that Customer's or a User's <br />use of the Services (excluding Customer Data and Customer Content)in compliance with this Agreement infringes <br />any third party's Intellectual Property rights.The foregoing obligation does not apply to any Action or Damages arising <br />out of or relating to any: <br />10.1.1.access to or use of the Services or ReCollect Materials in combination with any hardware,system,software, <br />network or other materials or service not provided or authorized in writing by ReCollect; <br />10.1.2.modification of the Services or ReCollect Materials other than:(i)by or on behalf of ReCollect;or (ii)with <br />ReCollect's written approval in accordance with ReCollect's written specification; or <br />10.1.3.failure to timely implement any modifications,upgrades,replacements or enhancements made available to <br />Customer by or on behalf of ReCollect. <br />10.2.Customer Indemnification.Customer shall indemnify,defend and hold harmless ReCollect from and against any <br />and all Damages incurred by ReCollect in connection with any Action by a third party (other than an Affiliate of <br />ReCollect) to the extent that such Damages arise out of or relate to any: <br />RECOLLECT SUBSCRIPTION SERVICE AGREEMENT v 7.2 Page 8 <br />DocuSign Envelope ID: 760DC837-0C4A-440B-B022-A49D26318C57