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and thereafter, include Client’s name (including any trade name, trademark, service mark and logo)
<br />and any Ad provided hereunder, on Capitol B’s customer list, and in its marketing materials, sales
<br />presentations and the WRAL Properties. Capitol B may, as part of the Deliverables, create an Ad,
<br />modify an Ad provided by Client, modify other Client Content, or provide other Deliverables. With
<br />respect to any Deliverables, Capitol B retains ownership of the design elements of the Ad and/or
<br />content, excluding any Client Content, trade name, trademark, service mark or logo of Client. Capitol
<br />B hereby grants to Client a non-exclusive, royalty-free, worldwide license to use the Deliverables.
<br />11. Client Representations; Warranties and Covenants. Client is solely responsible for any liability
<br />arising out of or relating to any Ad, trademark or Client Content provided by Client hereunder and
<br />any material to which users can link to through such Ad including, without limitation, any third-party
<br />content contained therein (“Linked Content”). Client represents, warrants and covenants that the
<br />trademarks, Client Content, and Linked Content, and any portion thereof, do not and will not: (a)
<br />infringe on Capitol B’s or any third party’s copyright, patent, trademark, trade secret, moral right or
<br />other proprietary rights or right of publicity or privacy; (b) violate any law, statute, ordinance or
<br />regulation, including, without limitation, laws and regulations governing export control, false
<br />advertising or unfair competition; (c) be defamatory or libelous; (d) be pornographic or obscene; or
<br />(e) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or
<br />deleterious programming routines. Client further represents, warrants, and covenants that the
<br />product or service that is being (or will be) promoted via Capitol B, including any Ad and Linked
<br />Content, is: (x) lawful and (y) not the subject of any ongoing investigation by any local, s tate, or
<br />federal regulatory or quasi-regulatory authorities.
<br />12. Indemnification. Client will indemnify, defend and hold harmless Capitol B, the Publisher and
<br />their respective subsidiaries, affiliates and parent companies and each of their respective directors,
<br />officers, agents and employees, their successors and assigns from and again st any and all claims,
<br />liabilities, damages, losses, costs, expenses, fees of any kind (including without limitation reasonable
<br />attorneys’ fees and expenses) incurred in connection with any claim, action or proceeding arising
<br />from or relating to the violation of any rights of any third party, including intellectual property,
<br />privacy, publicity or other proprietary rights by Client or anyone using Client’s account. Capitol B
<br />reserves the right, at its own expense, to assume the exclusive defense and control of any matter
<br />otherwise subject to indemnification by Client. If Capitol B does assume the defense of such a
<br />matter, Client will reasonably cooperate with Capitol B in such defense. Client will not enter any
<br />settlement or compromise any such claim that would result in any liability to, or any admission of
<br />wrongdoing by any indemnified person or entity without Capitol B’s prior written consent.
<br />13.Confidentiality. Client will not disclose Confidential Information (defined below) to any third
<br />party (other than Client’s employees and representatives who are made aware of and agree to this
<br />restriction) without Capitol B’s prior written consent. “Confidential Information” means
<br />information about Capitol B, its suppliers, business, products, technologies, strategies, financial
<br />information, operations, or activities that is proprietary and confidential, including, without
<br />limitation, all financial, technical and any other information which, from all the relevant
<br />circumstances, should reasonably be assumed to be confidential and proprietary. Confidential
<br />Information will not include information that (a) becomes publicly known other than by a breach of
<br />this provision; (b) is received without restriction from a non -party free to disclose it; and/or (c) is
<br />developed independently by Client without reference to the Confidential Information. In addition,
<br />information, whether or not Confidential Information, may be disclosed by Client as may be required
<br />Docusign Envelope ID: 34457B66-4BD3-468F-8004-5CF4D03854E8
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