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<br />2505 N Oakland Avenue, Milwaukee, WI 53211 • 800.781.2320 • readyrebound.com
<br /> foreign bankruptcy or insolvency law, which is not fully stayed within seven (7) days or is
<br /> not dismissed or vacated within forty-five (45) days after filing.
<br /> (d) Is dissolved or liquidated or takes any corporate action for such purpose.
<br /> (e) Makes a general assignment for the benefit of creditors.
<br /> (f) Has a receiver, trustee, custodian, or similar agent appointed by order of any court of
<br /> competent jurisdiction to take charge of or sell any material portion of its property or
<br /> business.
<br /> 9.3 Notwithstanding anything to the contrary in Section 9.2(a), Service Provider may terminate these
<br /> Terms before the expiration of these Terms on written notice if Client fails to pay any amount when
<br /> due hereunder and such failure continues for ten (10) days after Client’s receipt of written notice of
<br /> nonpayment.
<br /> 9.4 In the event these Terms are terminated prior to the end of the Term, Client shall within ten (10)
<br /> days after the effective date of termination, refund to Service Provider any costs or expenses paid
<br /> by the Service Provider as of the date of termination for the Service, plus the fees for such Service
<br /> up to and including the date of termination on a pro-rated basis based on the percentage of
<br /> completed Services.
<br /> 9.5 The rights and obligations of the Parties set forth in Section 5 and in Sections 7, 8, 9.4, 10, 23 and
<br /> 24, and any right or obligation of the Parties in these Terms which, by their nature, should survive
<br /> termination or expiration of these Terms, will survive any such termination or expiration of these
<br /> Terms.
<br /> 10. Indemnification.
<br /> 10.1 Service Provider shall defend, indemnify, and hold harmless Client and its officers, directors,
<br /> employees, agents, successors, and permitted assigns from and against all losses arising out of or
<br /> resulting from:
<br /> (a) bodily injury, death of any person, or damage to real or tangible, personal property
<br /> resulting from the willful, fraudulent, or negligent acts or omissions of Service Provider
<br /> or Service Provider Personnel; and
<br /> (b) Service Provider’s breach of any representation, warranty, or obligation of Service
<br /> Provider set forth in these Terms.
<br /> 10.2 Client shall defend, indemnify, and hold harmless Service Provider and its officers, directors,
<br /> employees, agents, successors, and permitted assigns from and against all Losses arising out of
<br /> or resulting from:
<br /> (a) bodily injury, death of any person, or damage to real or tangible, personal property
<br /> resulting from the negligent or willful acts or omissions of Client; and
<br /> (b) Client’s breach of any representation, warranty, or obligation of Client in these Terms.
<br /> 10.3 The party seeking indemnification hereunder shall promptly notify the indemnifying party in
<br /> writing of any action and cooperate with the indemnifying party at the indemnifying party’s sole
<br /> cost and expense. The indemnifying party shall immediately take control of the defense and
<br /> investigation of such action and shall employ counsel of its choice to handle and defend the
<br /> same, at the indemnifying party’s sole cost and expense. The indemnifying party shall not settle
<br /> any action in a manner that adversely affects the rights of the indemnified party without the
<br /> indemnified party’s prior written consent. The indemnified party’s failure to perform any obligations
<br /> under this Section 10.3 shall not relieve the indemnifying party of its obligations under this Section 10.3
<br /> except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as
<br /> a result of such failure. The indemnified party may participate in and observe the proceedings at its own
<br /> cost and expense.
<br />11. Limitation of Liability.
<br /> 11.1 In no event shall service provider be liable to client or to any third party for any loss of use,
<br /> revenue, or profit, or for any consequential, incidental, indirect, exemplary, special, or punitive
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