|
rights contained in the Feedback, for any purpose whatsoever, although Licensor is not required to use
<br />any Feedback.
<br />8. Warranty Dmsclainmer. THE SOFTWARE AND DOCUMENTATION ARE PROVIDED "AS IS" AND
<br />LICENSOR HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
<br />STATUTORY, OR OTHERWISE. LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED
<br />WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
<br />NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE,
<br />OR TRADE PRACTICE. LICENSOR MAKES NO WARRANTY OF ANY KIND THAT THE
<br />SOFTWARE AND DOCUMENTATION, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF,
<br />WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT
<br />INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY
<br />SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF
<br />HARMFUL CODE, OR ERROR FREE.
<br />9. Indemnification.
<br />(a) Licensor Indemnification
<br />(i) Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses,
<br />damages, liabilities, costs (including reasonable attorneys' fees) ("Losses") incurred by Licensee
<br />resulting from any third -party claim, suit, action, or proceeding ("Third -Party Claim") that the
<br />Software or Documentation, or any use of the Software or Documentation in accordance with this
<br />Agreement, infringes or misappropriates such third party's US patents, copyrights, or trade secrets,
<br />provided that Licensee promptly notifies Licensor in writing of the claim, cooperates with Licensor,
<br />and allows Licensor sole authority to control the defense and settlement of such claim.
<br />(ii) If such a claim is made or appears possible, Licensee agrees to permit Licensor, at Licensor's sole
<br />discretion, to (A) modify or replace the Software or Documentation, or component or part thereof,
<br />to make it non -infringing, or (0) obtain the right for Licensee to continue use. If Licensor
<br />determines that none of these alternatives is reasonably available, Licensor may terminate this
<br />Agreement, in its entirety or with respect to the affected component or part, effective immediately
<br />on written notice to Licensee.
<br />(iii) This Section 9(a) will not apply to the extent that the alleged infringement arises from: (A) use of
<br />the Software in combination with data, software, hardware, equipment, or technology not provided
<br />by Licensor or authorized by Licensor in writing; (B) modifications to the Software not made by
<br />Licensor; (C) use of any version other than the most current version of the Software or
<br />Documentation delivered to Licensee; (D) Third -Party Products or Systems; (E) events or
<br />circumstances outside of Licensor's commercially reasonable control; (F) breach of this
<br />Agreement, (G) use of the Software or Documentation in a manner not authorized or contemplated
<br />by this Agreement; or (H) Licensee's negligence or willful misconduct.
<br />(b) Licensee Indemnification. Licensee shall indemnify, hold harmless, and, at Licensor's option, defend
<br />Licensor from and against any Losses resulting from any Third -Party Claim based on Licensee's, or any
<br />Authorized User's: (i) breach of this Agreement, (ii) failure to use any Third -Party Product or System in
<br />compliance with the terms of the licenses and agreements governing such Third -Party Product or System,
<br />(iii) negligence or willful misconduct; (iv) use of the Software or Documentation in a manner not
<br />authorized or contemplated by this Agreement; (v) use of the Software in combination with data,
<br />software, hardware, equipment or technology not provided by Licensor or authorized by Licensor in
<br />writing; (vi) Modifications or any modifications to the Software not made by Licensor; or (vii) use of any
<br />version other than the most current version of the Software or Documentation delivered to Licensee,
<br />provided that Licensee may not settle any Third -Party Claim against Licensor unless Licensor consents
<br />to such settlement, and further provided that Licensor will have the right, at its option, to defend itself
<br />
|