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<br />c. Disclaimers. SSG, ITS LICENSORS, AUTHORIZED REPRESENTATIVES, AND SUPPLIERS EXPRESSLY DISCLAIM
<br />TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED. SSG
<br />MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE SERVICES AND ANY RELATED INSTALLATION,
<br />CONFIGURATION, MAINTENANCE OR OTHER SUPPORT SERVICES, EXPRESS OR IMPLIED, AT LAW OR OTHERWISE,
<br />INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-
<br />INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE
<br />PRACTICE, ALL OF WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
<br />8 INDEMNIFICATION
<br />a. SSG Indemnity. SSG agrees, at its own expense, to defend, indemnify and hold Client, and its affiliates,
<br />officers, directors, employees, and agents harmless against any damages finally awarded and payable to any third
<br />party in any such suit or cause of action, alleging that a SaaS Service as used in accordance with this Agreement
<br />infringes the registered U.S. patent or copyright of any third party. If a SaaS Service is held or believed to infringe
<br />on a registered U.S. patent or copyright of a third party, SSG may, in its sole discretion, (a) modify the Service to
<br />be non-infringing, (b) obtain for Client a license to continue using the affected Service, or (c) if neither (a) nor (b)
<br />are practical in SSG’s sole judgment, terminate the affected Service and return to Client the pro-rated portion of
<br />unused Service fees actually paid by Client for the affected Service. The foregoing obligations of SSG do not apply
<br />(i) to the extent that the allegedly infringing SaaS Service or portions or components thereof or modifications
<br />thereto result from any change or that are developed or configured in whole or in part in accordance with
<br />Customer’s specifications, made by Client or by any third party for Client, (ii) if the infringement claim could have
<br />been avoided by using an unaltered current version of a SaaS Service which was provided by SSG, (iii) to the extent
<br />that an infringement claim is based upon any information, design, specification, instruction, software, data, or
<br />material not furnished by SSG, or any material from a third party portal or other external source that is accessible
<br />to Client within or from the SaaS Service (e.g., a third party Web page accessed via a hyperlink), (iv) to the extent
<br />that an infringement claim is based upon the combination of any material with any products or services not
<br />provided by SSG, or (v) to the extent that an infringement claim is caused by the provision by Client to SSG of
<br />materials, designs, know-how, software or other intellectual property with instructions to SSG to use the same in
<br />connection with the SaaS Service, (iv) to the extent that Client is in material breach of its obligations under the
<br />terms of this Agreement. The indemnity and other remedies set forth in this Section shall be the exclusive
<br />remedies of the Client with respect to any claim and actions for which SSG has an obligation of indemnity pursuant
<br />to this Section.
<br />b. Client Indemnity. Client agrees to defend, indemnify and hold SSG, its licensors, and its and their
<br />respective parents, subsidiaries, affiliates, officers, directors, employees, and agents harmless from and against
<br />any and all losses, including, but not limited to any damages, attorneys’ fees and costs finally awarded against
<br />Client or as a result of a court approved settlement arising out of or in connection with a third party claim
<br />concerning (a) the Client Data or the combination of the Client Data with other applications, systems, content or
<br />processes, including any claim involving alleged infringement or misappropriation of third-party rights by the Client
<br />Data or by the use, development, design, production, advertising or marketing of the Client Data; (b) any and all
<br />losses, including without limitation, data loss or damage to hardware, software and other property arising from
<br />Client’s or its Users’ acts and omissions in using the Services, including without limitation Independent Client
<br />Activity; (c) Client’s or its Users’ use of Services in violation of the terms of this Agreement or applicable law; or (d)
<br />a dispute between Client and any of its Users.
<br />c. Injunction. If Client’s use of the Services is or is likely to be enjoined, SSG may, without limiting SSG’s
<br />indemnity obligations hereunder, procure the right for Client to continue to use the Services or modify the Services
<br />in a functionally equivalent manner so as to avoid such injunction. If the foregoing options are not available on
<br />commercially reasonable terms and conditions, SSG may immediately terminate the Agreement and refund to
<br />Client a prorated amount of prepaid fees for the SaaS Service actually paid by Client for the unused portion of the
<br />then-current subscription Term. If the foregoing options are not available on commercially reasonable terms and
<br />conditions as it relates to Professional Services, SSG will refund to Client the fees paid for such Professional Services
<br />less a credit for use based on straight line depreciation applied on a quarterly basis over five years from the date
<br />of initial delivery of the Professional Services.
<br />DocuSign Envelope ID: AF469A1B-3B5E-4682-8248-5645B6A34E7BDocuSign Envelope ID: DC14D055-C40F-49F2-BD98-F6CDF83231D7
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