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in such event shall refund to Client the pro rata portion of the annual Fees for the respective <br />Product(s) for the remainder of the then-current term. <br />(c) Sole Remedy. SECTIONS 7(A) AND 7(B) SET FORTH CLIENT'S SOLE <br />REMEDIES AND CHMURA'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, <br />THREATENED, OR ALLEGED CLAIMS THAT THE PRODUCTS OR ANY SUBJECT <br />MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE <br />VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. <br />(d) By Client. Client shall indemnify, defend and hold harmless Chmura and its <br />officers, directors, employees, and agents against any and all Claims and Losses suffered or <br />incurred by Chmura to the extent that they arise out of Client's or an End User's use of the Products <br />in a manner that violates the terms of this Agreement. Chmura shall control the defense of any <br />such Claim and, at its discretion, may enter into a stipulation of discontinuance and settlement <br />thereof; provided that Chmura shall not enter any settlement that requires anything other than the <br />payment of money without Client's prior written approval. Client shall cooperate, at Client's <br />expense, with Chmura in any such defense and shall make available to Chmura all those persons, <br />documents and things required by Chmura in the defense of any such Claim. Client may, at its <br />expense, also assist in such defense with counsel of its own choosing. <br />8. Term and Termination. <br />(a) Term. This Agreement will remain in effect or as long as an applicable Order Form <br />is active hereunder. <br />(b) Termination for Cause. <br />(i) Chmura may, at any time without prior notice to Client, directly or <br />indirectly, suspend, terminate, or otherwise deny Client and any End Users access to or use of all <br />or any part of the Products, without incurring additional obligation or liability, if: (A) Chmura <br />receives a judicial or other governmental demand or order, subpoena, or law enforcement request <br />that expressly or by reasonable implication requires Chmura to do so; or (B) Chmura believes, in <br />its sole discretion, that: (x) Client or an End User has failed to comply with any material term of <br />this Agreement, or accessed or used the Products beyond the scope of the rights granted or for a <br />purpose not authorized under this Agreement; (y) an End User's access credentials have been <br />compromised; or (z) Client or any End User is, has been, or is likely to be involved in any <br />fraudulent, misleading, or unlawful activities. This Section 8(b)(i) does not limit any of Chmura's <br />other rights or remedies, whether at law, in equity, or under this Agreement. <br />(ii) Either party may terminate this Agreement at any time upon the occurrence <br />of the following: <br />(A) the voluntary or involuntary dissolution and liquidation of the other <br />party, the filing of a voluntary petition in bankruptcy, the filing of an involuntary petition in <br />bankruptcy by creditors of the other party, which petition is not dismissed within ninety (90) days, <br />or a general assignment by the other party for the benefit of creditors; or <br />DocuSign Envelope ID: A7B8C585-8C5D-44A8-9CAE-91844CA6A48A