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Page 3 of 7 <br />1. SERVICES AND SUPPORT <br />TERMS AND CONDITIONS <br />Proprietary Information. The Disclosing Party and the <br />1.1 Subject to the terms of this Agreement, <br />Company will use commercially reasonable efforts to <br />provide Customer the Services outlined in the Order <br />Form and customization described in Exhibit A. <br />1.2 Subject to the terms hereof, Company will <br />provide Customer with reasonable product and <br />technical support services in accordance with the terms <br />set forth in Exhibit B. <br />2. RESTRICTIONS AND RESPONSIBILITIES <br />2.1 Customer represents, covenants, and warrants <br />that Customer will use the Services only in compliance <br />this agreement and all applicable laws and regulations. <br />Customer hereby agrees to indemnify and hold <br />harmless Company against any damages, losses, <br />liabilities, settlements and expenses (including without <br />limitation costs and attorneys’ fees) in connection with <br />any claim or action that arises from an alleged violation <br />of the foregoing or otherwise from Customer’s use of <br />Services. Although Company has no obligation to <br />monitor Customer’s use of the Services, Company may <br />do so and may prohibit any use of the Services it believes <br />may be (or alleged to be) in violation of the foregoing. <br />3. CONFIDENTIALITY; PROPRIETARY RIGHTS <br />3.1 Each party (the “Receiving Party”) understands <br />that the other party (the “Disclosing Party”) has <br />disclosed or may disclose business, technical or financial <br />information relating to the Disclosing Party’s business <br />(hereinafter referred to as “Proprietary Information” of <br />the Disclosing Party). Proprietary Information of <br />Company includes non-public information regarding <br />prices, promotions, features, functionality and <br />performance of the Services. Regardless of foregoing, <br />Proprietary Information of Company does not include <br />this Agreement, invoices, pricing or work orders, all of <br />which Company acknowledges may be posted on the <br />Customer’s public website. Proprietary Information of <br />Customer includes non-public data that has been <br />created by the Customer, an official representative of <br />the Customer, or a third-party at the direction of the <br />Customer and is provided by Customer to Company to <br />enable the provision of the Services (“Digital Media <br />Placement”). Customer warrants that they have <br />received permission from respective third-party data <br />provider(s) to distribute Customer Data to Company for <br />the purpose of performance of the Services. Any <br />restrictions of Customer Data usage that will impact or <br />limit the provision of Services must be disclosed in <br />writing to the Company. The Receiving Party agrees: (i) to take reasonable precautions to protect such <br />Proprietary Information, and (ii) not to use (except in <br />performance of the Services or as otherwise permitted <br />herein) or divulge to any third person any such