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<br />v. 202207
<br />assigns from and against any and all claims, suits, causes of
<br />action, or proceedings brought by a third-party (each a
<br />“Claim”) against Customer arising out of or resulting from
<br />the indemnifying party’s (or its personnel’s) gross
<br />negligence, or willful, criminal or fraudulent misconduct;
<br />and (b) indemnify Customer and its affiliates, and its and
<br />their respective officers, directors, employees, agents,
<br />successors, and assigns from and against any and all losses,
<br />damages, liabilities, or costs (including reasonable
<br />attorneys’ fees) (“Losses”) resulting from or incurred in
<br />connection with such a Claim.
<br />12.2. Customer Indemnity. To the extent permitted by
<br />applicable law, Customer will: (a) defend Carrot and its
<br />affiliates, and its and their respective officers, directors,
<br />employees, agents, successors, and assigns from and
<br />against any Claims arising out of or resulting from
<br />Customer’s (or its personnel’s) actual or alleged violation
<br />of Section 2.3; and (b) indemnify Carrot and its affiliates,
<br />and its and their respective officers, directors, employees,
<br />agents, successors, and assigns from and against any Losses
<br />resulting from or incurred in connection with such a Claim.
<br />12.3. Indemnity Procedures. The party seeking
<br />indemnification (the “Indemnified Party”) will provide the
<br />party from whom indemnification is sought (the
<br />“Indemnifying Party”): (a) prompt Notice of any Claim
<br />(provided that a failure to provide such Notice will not
<br />relieve the Indemnifying Party of its obligations hereunder
<br />except to the extent material prejudice results from such
<br />failure); (b) sole control of the defense and settlement of
<br />the Claim (provided that neither party may settle or dispose
<br />of any Claim in a manner that places any obligation of any
<br />kind on the other party without the other party’s prior
<br />written approval, not to be unreasonably withheld,
<br />conditioned, or delayed); and (c) all reasonable
<br />cooperation, at the Indemnifying Party’s request and
<br />expense, in the defense and settlement of the Claim. The
<br />Indemnified Party may participate in the Claim at its
<br />expense. If the Indemnifying Party fails to assume control
<br />of a Claim within thirty (30) calendar days of its receipt of
<br />the Indemnified Party’s Notice, the Indemnified Party may
<br />assume full control of the Claim, and, without limiting its
<br />obligations under this Section 12, the Indemnifying Party
<br />will, promptly upon the Indemnified Party’s written
<br />request, reimburse the Indemnified Party for the
<br />Indemnified Party’s actual costs incurred in connection
<br />with its defense and settlement of such Claim.
<br />13. MISCELLANEOUS
<br />13.1. Publicity. Except as otherwise expressly
<br />permitted hereunder, neither party shall issue or release any
<br />announcement, statement or press release relating to this
<br />Agreement without obtaining the express prior written
<br />consent of the other party. Subject to Customer’s prior
<br />written consent, which may be withheld in Customer’s sole
<br />discretion, Carrot may use Customer’s name or logo in
<br />Carrot’s marketing materials, including Carrot’s website.
<br />Carrot shall include a trademark attribution notice giving
<br />notice of the Customer’s ownership of its trademarks in the
<br />marketing materials in which Customer’s name and logo
<br />appear.
<br />13.2. Case Study Analysis. The parties may agree to
<br />enter into a separate agreement for the purposes of
<br />producing a case study or other mutually agreed upon
<br />analysis showing return-on-investment, cost savings and
<br />other benefits derived from Carrot’s products and services.
<br />13.3. Entire Agreement. This Agreement (including its
<br />exhibits) constitutes the sole and entire agreement of the
<br />parties with respect to the subject matter of this Agreement
<br />and supersedes all prior and contemporaneous
<br />understandings, agreements, and representations and
<br />warranties, both written and oral, with respect to such
<br />subject matter.
<br />13.4. Notices. All notices, requests, consents, claims,
<br />demands, waivers, and other communications hereunder
<br />(each, a “Notice”, excluding in each case routine
<br />operational communications) must be in writing and
<br />addressed to the parties at the applicable address(es)
<br />expressly set forth in this Section 13.4 or on the first page
<br />of this Agreement (or to such other address that may be
<br />designated by the party giving Notice from time to time in
<br />accordance with this Section). All Notices must be
<br />delivered by personal delivery, nationally recognized
<br />overnight courier (with all fees pre-paid), facsimile, or
<br />email (with confirmation of transmission) or certified or
<br />registered mail (in each case, return receipt requested,
<br />postage pre-paid). All Notices to Carrot must be delivered
<br />by email (with confirmation of transmission) to legal@get-
<br />carrot.com. Except as otherwise provided in this
<br />Agreement, a Notice is effective only: (a) upon receipt by
<br />the receiving party, and (b) if the party giving the Notice
<br />has complied with the requirements of this section.
<br />Routine operational communications (which will not
<br />constitute legal notice) related to administration of the
<br />Agreement, may be sent to the parties using any contact
<br />information provided in the course of performance.
<br />13.5. Amendment and Modification; Waiver. No
<br />amendment to or modification of this Agreement is
<br />effective unless it is in writing and signed by an authorized
<br />representative of each party. No waiver by any party of
<br />any of the provisions hereof will be effective unless
<br />explicitly set forth in writing and signed by the party so
<br />waiving. Except as otherwise set forth in this Agreement,
<br />(a) no failure to exercise, or delay in exercising, any rights,
<br />remedy, power, or privilege arising from this Agreement
<br />will operate or be construed as a waiver thereof and (b) no
<br />single or partial exercise of any right, remedy, power, or
<br />privilege hereunder will preclude any other or further
<br />exercise thereof or the exercise of any other right, remedy,
<br />power, or privilege.
<br />13.6. Severability. If any provision of this Agreement
<br />is invalid, illegal, or unenforceable in any jurisdiction, such
<br />invalidity, illegality, or unenforceability will not affect any
<br />other term or provision of this Agreement or invalidate or
<br />render unenforceable such term or provision in any other
<br />jurisdiction. Upon such determination that any term or
<br />other provision is invalid, illegal, or unenforceable, the
<br />parties hereto shall negotiate in good faith to modify this
<br />Agreement to incorporate the original intent of the parties
<br />as closely as possible in a mutually acceptable manner so
<br />DocuSign Envelope ID: D630F73D-D64F-4694-A24A-FC8220069016
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