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Unified Master Services Agreement Page 9 | 10 v.13.0 2.2.2022
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<br />subscription for the affected Service(s) and receive a pro-rata refund of any pre-paid portion of the Fees. Vendor may
<br />at any time provide programming fixes, updates, and new versions to the Services that do not materially and
<br />substantially diminish the functionality of the Service(s). Vendor does not accept and hereby disclaims any liability
<br />in relation to, and Client agrees that Vendor shall not be liable or responsible for, any direct or indirect damages caused
<br />by the release or the absence of release of fixes, updates, or new versions of the Services or the modification, deletion,
<br />termination, removal, or addition of any of or to the Services.
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<br />10. Indemnification: Solely to the extent of Vendor’s available insurance coverage, Vendor agrees to defend,
<br />indemnify, and hold harmless Client and its employees, directors, officers, representatives, and agents (but only in the
<br />employees’, directors’, officers’, and agents’ official capacities with Client, not in their capacities as consumers or
<br />individuals) from and against any third-party claim, action, suit, or demand, and any damages, losses, settlements,
<br />judgment, costs, and expenses (including, without limitation, reasonable attorneys’ fees an d expenses) arising
<br />thereunder (collectively, “Third-Party Claims”) to the extent caused by any Data Breach experienced or suffered by
<br />Vendor that was caused by the negligence of Vendor or any employee of Vendor. Client shall: (a) promptly notify
<br />Vendor in writing of each Third-Party Claim; (b) give Vendor control over the defense and settlement of such Third-
<br />Party Claim, provided that Vendor consults with Client prior to any such settlement and that any such settlement
<br />contains the release of Client and its employees, directors, officers, agents, and representatives. Vendor shall not enter
<br />into any settlement arrangement that includes (c) any admission of guilt or liability by Client or any of its employees,
<br />directors, officers, representatives, or agents, or (d) any obligation, restriction, limitation, or prohibition on Client
<br />without the prior written consent of Client. Any failure or delay in providing notice of a Third -Party Claim shall not
<br />adversely affect Client’s right to indemnification hereunder, except to the extent that such failure or delay has resulted
<br />in prejudice or harm to Vendor.
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<br />11. IP Rights: Client (a) recognizes that IP are protected by copyright and other laws; (b) acknowledges and agrees
<br />that all right, title, and interest in and to any and all IP and IP Rights are and shall remain the exclusive property of
<br />Vendor or its licensors; and (c) acknowledges and agrees that all right, title, and interest in and to any third party
<br />content that may be accessed through use of the IP or Services is the property of the respective content owners and
<br />may be protected by applicable copyright or other intellectual property laws and treaties. Nothing in this Agreement
<br />assigns or otherwise transfers any IP Rights to, or vests any IP Rights in, Client. Client shall not take any action to
<br />jeopardize, limit, or interfere with IP Rights. Client agrees not to remove, obscure, make illegible, or alter any notices
<br />or indications of the IP Rights, whether such notice or indications are affixed on, contained in, or otherwise connected
<br />to any materials. Client shall not undertake, cause, permit, or authorize the modification, creation of derivative works,
<br />translation, reverse engineering, data mining, decompiling, disassembling, or hacking of the Services, any website,
<br />software, intellectual property, platform, solution, product, service, network, code, or system of Vendor, or any data,
<br />information, reports, or records provided or made available or accessible through any Service.
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<br />12. Miscellaneous:
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<br />12.1 Notices. Unless otherwise expressly provided herein, any legal notice required or given under this Agreement
<br />shall be in writing and shall be effective for any purpose (a) upon receipt; or (b) three (3) business days after deposit,
<br />postage prepaid, with the U.S. Postal Service addressed to the address of the applicable party set out above or such
<br />changed address furnished to the other party in writing.
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<br />12.2 Assignment. Vendor may assign this Agreement, or any of its rights or obligations under this Agreement,
<br />without prior consent, to any affiliate or subsidiary of Vendor or to the purchaser or successor of all or substantially
<br />all of Vendor’s assets or business related to or used in any of the Services (whether by stock sale, merger,
<br />consolidation, asset sale, or otherwise).
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<br />12.3 No Waiver. No failure or delay by either party in exercising any right, power or remedy will operate as a
<br />waiver of such right, power or remedy, and only a signed written waiver shall be effective.
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<br />12.4 Severability/Survival. If any term, clause, or provision of this Agreement is held to be illegal, invalid, or
<br />unenforceable, it is the express intention of the parties that the remainder of this Agreement shall not be affected
<br />thereby, and each other term, clause, or provisio n of this Agreement and the application thereof shall be legal, valid,
<br />and enforceable to the fullest extent permitted by law. The provisions of Sections 6 (until all Fees have been paid to
<br />Vendor in full) 3, 5, 7, 8, 9, 10 and 11 shall survive the expiration or termination of this Agreement.
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<br />Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A
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