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#4833-2294-9365.4
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<br />concepts, techniques, or other intellectual property rights contained in the Feedback, for
<br />any purpose whatsoever, although Provider is not required to use any Feedback.
<br />8. Warranty Disclaimer.
<br />(a) THE PROVIDER IP IS PROVIDED "AS IS" AND PROVIDER
<br />HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
<br />STATUTORY, OR OTHERWISE. PROVIDER SPECIFICALLY DISCLAIMS ALL
<br />IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
<br />PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL
<br />WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE
<br />PRACTICE. PROVIDER MAKES NO WARRANTY OF ANY KIND THAT THE
<br />PROVIDER IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL
<br />MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE
<br />WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE
<br />COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER
<br />SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL
<br />CODE, OR ERROR FREE.
<br />9. Indemnification.
<br />(a) Provider Indemnification.
<br />(i) Provider shall indemnify, defend, and hold harmless Customer
<br />from and against any and all losses, damages, liabilities, costs (including
<br />reasonable attorneys' fees) ("Losses") incurred by Customer resulting from any
<br />third-party claim, suit, action, or proceeding ("Third-Party Claim") that the
<br />Services, or any use of the Services in accordance with this Agreement, infringes
<br />or misappropriates such third party's US intellectual property rights/US patents,
<br />copyrights, or trade secrets, provided that Customer promptly notifies Provider in
<br />writing of the claim, cooperates with Provider, and allows Provider sole authority
<br />to control the defense and settlement of such claim.
<br />(ii) If such a claim is made or appears possible, Customer agrees to
<br />permit Provider, at Provider's sole discretion, to (A) modify or replace the
<br />Services, or component or part thereof, to make it non-infringing, or (B) obtain
<br />the right for Customer to continue use. If Provider determines that neither
<br />alternative is reasonably available, Provider may terminate this Agreement, in its
<br />entirety or with respect to the affected component or part, effective immediately
<br />on written notice to Customer.
<br />(iii) This Section 9(a) will not apply to the extent that the alleged
<br />infringement arises from: (A) use of the Services in combination with data,
<br />software, hardware, equipment, or technology not provided by Provider or
<br />authorized by Provider in writing; (B) modifications to the Services not made by
<br />Provider; (C) Customer Data; or (D) Third-Party Products.
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