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Customer and such contractor. EmNet is not responsible for variations between actual construction <br />bids or costs and EmNet's opinions or estimates regarding construction costs. <br />EmNet shall not be responsible for the acts or omissions of any contractor, subcontractor, or <br />supplier, or of any of their agents or employees or of any other persons (except EmNet's own <br />employees and subcontractors) or otherwise furnishing or performing any construction work; or for <br />any decision made regarding the construction contract requirements, or any application, <br />interpretation, or clarification of the construction contract other than those made by EmNet. <br />13. Indemnification, <br />13.1 EmNet Indemnification. EmNet shall indemnify, defend and hold harmless Customer from <br />and against any and all Losses incurred by Customer arising out of or relating to any claim, suit, <br />action or proceeding (each, an "Action") by a third party to the extent that such Losses arise from any <br />allegation in such Action that Customer's use of the EmNet Services (excluding Customer Data and <br />Third Party Materials) in compliance with this Agreement (including the Specifications) infringes a <br />U.S. Intellectual Property Right. The foregoing obligation does not apply to any Action or Losses <br />arising out of or relating to any: <br />access to or use of the EmNet Services or EmNet Materials in combination with any <br />hardware, system, software, network or other materials or service not provided or authorized in <br />writing by EmNet; <br />modification of the EmNet Services or EmNet Materials other than: (i) by or on behalf of <br />EmNet; or (ii) with EmNet's written approval in accordance with EmNet's written specification; <br />failure to timely implement any modifications, upgrades, replacements or enhancements <br />made available to Customer by or on behalf of EmNet; or <br />act, omission or other matter described in Section 0, Section 0, Section 0 or Section 0, <br />whether or not the same results in any Action against or Losses by any EmNet Indemnitee. <br />13.2 Customer Indemnification. Customer shall indemnify, defend and hold harmless EmNet and <br />its officers, directors, employees, agents, successors and assigns (each, a "EmNet Indemnitee") from <br />and against any and all Losses incurred by such EmNet Indemnitee in connection with any Action by <br />a third party (other than an Affiliate of a EmNet Indemnitee) that arises out of or relates to any: <br />Customer Data, including any Processing of Customer Data by or on behalf of EmNet in <br />accordance with this Agreement; <br />any other materials or information (including any documents, data, specifications, software, <br />content or technology) provided by or on behalf of Customer or any Authorized User, including <br />EmNet's compliance with any specifications or directions provided by or on behalf of Customer or <br />any Authorized User to the extent prepared without any contribution by EmNet; <br />allegation of facts that, if true, would constitute Customer's breach of any of its <br />representations, warranties, covenants or obligations under this Agreement; <br />14 <br />