2024-271-E-Risk Mgr-ClearRisk-Incident management system

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-8 - control and the Receiving Party will delete all of the Disclosing Party’s Confidential Information from any and all of the Receiving Party’s computer systems, retrieval systems and databases; and (b) request that all persons to whom it has provided any of the Disclosing Party’s Confidential Information comply with this Section 9.6. 10.Warranties and Disclaimers 10.1 Limited Warranties . ClearRisk hereby represents and warrants to Client that: (a)During the Term the ClearRisk Service will perform materially in accordance with the Documentation therefor; and (b)the ClearRisk Service will not contain any Malicious Code. 10.2 Warranty Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES PROVIDED HEREIN, CLEARRISK PROVIDES THE CLEARRISK SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. CLEARRISK MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, AND THERE ARE NO CONDITIONS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, (INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF QUALITY, PERFORMANCE, RESULTS, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF THE TRADE) AS TO, ARISING OUT OF OR RELATED TO THE FOLLOWING: (I) THIS AGREEMENT; (II) THE CLEARRISK SERVICE; OR (III) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION OR CLIENT DATA TRANSMITTED TO OR FROM THE CLEARRISK SERVICE. CLEARRISK ALSO DISCLAIMS ALL LIABILITY WITH REGARD TO CLIENT’S VIEWING OF ANY WEB SITES THAT MAY BE LINKED FROM THE CLEARRISK SERVICE. CLEARRISK DOES NOT REPRESENT OR WARRANT THAT THE CLEARRISK SERVICE WILL MEET ANY OR ALL OF CLIENT’S PARTICULAR REQUIREMENTS, THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CLEARRISK SERVICE WILL BE RELIABLE, THE QUALITY OF ANY PRODUCTS OBTAINED OR PURCHASED THROUGH THE USE OF THE CLEARRISK SERVICE WILL MEET CLIENT’S EXPECTATIONS OR THAT THE CLEARRISK SERVICE WILL OPERATE ERROR-FREE OR UNINTERRUPTED. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. 11.Intellectual Property Infringement Indemnification 11.1 Indemnification by ClearRisk. Subject to this Agreement, ClearRisk shall defend, indemnify and hold Client harmless against any loss, damage or costs (including reasonable legal fees) incurred in connection with claims, demands, suits, or proceedings made or brought against Client by a third party alleging that the use of the Service and Documentation as contemplated hereunder infringes the intellectual property rights of a third party (each an “Infringement Claim”); provided, that Client (a) promptly gives written notice of the Infringement Claim to ClearRisk; (b) gives ClearRisk sole control of the defense and settlement of the Infringement Claim (provided that ClearRisk may not settle or defend any Infringement Claim unless it unconditionally releases Client of all liability); and (c) provides to ClearRisk, at ClearRisk ’s cost, all reasonable assistance and information. 11.2 Other Remedies. In addition to the indemnity contained in Section 11.1, if (a) ClearRisk becomes aware of an actual or potential Infringement Claim, or (b) Client provides ClearRisk with notice of an actual or potential Infringement Claim, ClearRisk may (or in the case of an injunction against Client, shall), at ClearRisk’s sole option and determination: (i) procure for Client the right to continue to use the ClearRisk Service; or (ii) replace or modify the ClearRisk Service with an equivalent or better ser vice so that Client’s use is no longer infringing; or (iii) if (i) and (ii) are not commercially reasonable, as determined by ClearRisk in its sole discretion, terminate the rights granted hereunder to the Client to access and use the ClearRisk Service and refund to Client that portion of any prepaid Subscription Fees that is applicable to the period DocuSign Envelope ID: BD441C19-1E7C-4FDE-8321-A4585AF240A5