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5 <br />defend and hold harmless Rubicon for any such taxes, duties and customs fees and any related costs, interest and penalties <br />paid or payable by Rubicon with respect thereto. <br />4.3 Audits. During the Term, upon thirty (30) days prior written notice to Client, Rubicon may audit Client’s <br />facilities, records and use of the Subscribed Services to determine Client’s compliance with the terms and conditions of this <br />Agreement. Such audits shall occur during regular business hours and shall be conducted in a manner designed to limit <br />disruption to Client’s business. <br />5. [Intentionally deleted] <br /> <br />6. Representations and Warranties. <br />6.1 Services Warranty. Provided that Client notifies Rubicon of the non-conformance within the warranty <br />period, and subject to the limitations set forth herein, Rubicon warrants that the Subscribed Services will be provided <br />substantially in accordance with the applicable Documentation for a period of ninety (90) days from the date such Subscribed <br />Services are first provided. No specific result from the provision of Subs cribed Services is assured or guaranteed. In the <br />event of any breach of the foregoing warranty, Rubicon shall, at its option and as Client’s sole and exclusive remedy, (a) re- <br />perform the Subscribed Services which were not performed as warranted at no addi tional charge; or (b) in the event Rubicon <br />is unable to re-perform such Subscribed Services after exercising commercially reasonable efforts to do so, refund the fees <br />paid to Rubicon for the Subscribed Services which were not performed as warranted. Notwithstanding the foregoing, <br />Rubicon shall have no obligation to provide the warranty services described in this Section 6.1 if: (i) the performance failure <br />is at least partially attributable to Client’s deviation from applicable operating instructions or fai lure to perform Client’s <br />obligations set forth in this Agreement; or (ii) Client or any other person or entity (other than Rubicon) has modified the <br />Subscribed Services. <br /> 6.2 Client Acknowledgment. Client acknowledges and agrees that it has made its own e valuation in deciding <br />to subscribe for the Subscribed Services. The warranties provided in this Agreement extend solely to Client and to no other <br />person or entity whatsoever. Without limiting the foregoing, Rubicon is not responsible for the results that may be obtained <br />from use of the Subscribed Services. <br />6.3 DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, RUBICON MAKES NO <br />REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR <br />BY OPERATION OF LAW), WITH RESPECT TO THE SUBSCRIBED SERVICES, THE SYSTEM OR ANY OTHER <br />SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, <br />PROFESSIONAL SERVICES. RUBICON EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, <br />INCLUDING WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR <br />PURPOSE, ALL WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING OR CUSTOM OF TRADE, AND <br />ALL WARRANTIES OF TITLE AND NON-INFRINGEMENT. RUBICON DOES NOT WARRANT THAT THE <br />SUBSCRIBED SERVICES, SYSTEM OR OTHER SERVICES ARE OR WILL BE ERROR-FREE OR THAT THE USE OR <br />OPERATION OF THE SUBSCRIBED SERVICES, SYSTEM OR OTHER SERVICES WILL BE UNINTERRUPTED OR <br />THAT ALL ERRORS OR ISSUES WITH THE SUBSCRIBED SERVICES, SYSTEM OR OTHER SERVICES CAN OR <br />WILL BE CORRECTED. <br />7. Confidentiality. <br />7.1 Confidentiality. Each party (the “Receiving Party”) acknowledges that it will have access to Confidential <br />Information and Trade Secrets of the other party (the “Disclosing Party”). For purposes of this Agreement, “Trade Secrets” <br />means information, without regard to form, which: (a) derives economic value, actual or potential, from not being generally <br />known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its <br />disclosure or use; and (b) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy; and <br />“Confidential Information” means information, other than Trade Secrets, that is of value to Disclosing Party and is treated as <br />confidential. Rubicon’s Trade Secrets and Confidential Information include, without limitation, the Subscribed Services, the <br />System, the Documentation and object and source code for the Rubicon Software. The Receiving Party agrees to use the <br />Trade Secrets and Confidential Information of the Disclosing Party solely for purposes of performing its obligations or <br />exercising its rights under this Agreement. The Receiving Party agrees to discuss the Trade Secrets and Confidential <br />information of the Disclosing Party only with, and to transmit the Trade Secrets and Confidential Information only to, those <br />officers, employees and consultants of the Receiving Party who have a need to know the Trade Secrets or Confidential <br />Information for the purposes set forth herein and who have agreed in writing to treat such information as confidential on <br />DocuSign Envelope ID: 191A2821-4031-4BC4-8723-2D9C4C89A3A6