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4.a Placer shall use reasonable efforts consistent with prevailing industry standards to provide access to the Services
<br />and Placer Data Access may be temporarily unavailable for scheduled maintenance or for unscheduled emergency
<br />maintenance, either by Placer or by third -party providers, or because of other causes beyond Placer's reasonable
<br />control, but Placer shall use reasonable efforts to provide advance notice, by posting in the Services, email, or
<br />otherwise, of any scheduled service disruption. PLACER DOES NOT WARRANT THAT ACCESS TO THE
<br />SERVICES OR PLACER DATA WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY
<br />WARRANTY AS TO THE RESULTS TIIAT MAY BE OBTAINED FROM USE OF THE SERVICES OR
<br />PLACER DATA,
<br />4.b Placer Data shall not include (i) any personally identifiable data, including but not limited to, name, email
<br />address, address or any other personal identifier ("Personal Data"), nor (ii) any sensitive data, including but not
<br />limited to Personal Data relating to social security numbers and other government identifiers, information relating
<br />to health or medical conditions, and information relating to sex life or sexual orientation, political opinions, and
<br />financial account numbers ("Sensitive Data").
<br />4.c Placer represents and warrants that to its knowledge the Services and Placer Data do not infringe the intellectual
<br />property rights of any third party and comply with applicable laws and regulations. EXCEPT AS EXPRESSLY
<br />SET FORTH IN THIS SECTION 4, THE SERVICES AND PLACER DATA ARE PROVIDED "AS IS" AND
<br />PLACER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
<br />WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON -
<br />INFRINGEMENT. PLACER DATA ARE COMPILED BASED ON PROPRIETARY ALGORITHMS, AND
<br />PLACER DOES NOT WARRANT THAT ALL DATA SHALL BE COMPLETE AND ACCURATE. FURTHER,
<br />PLACER MAKES NO WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE
<br />SERVICES OR PLACER DATA. Without limiting the foregoing disclaimer, Customer acknowledges and agrees
<br />that Placer Data consist of and represent the result of statistical inferences. Placer is not a backup service, and
<br />Customer is solely responsible for creating any backups of data provided by Placer. Placer is not responsible for
<br />decisions made by Customer based on Placer Data.
<br />5. INDEMNITY
<br />5.a Placer shall defend, indemnify and hold Customer harmless from liability to third parties resulting from
<br />infringement by Placer's provision of Placer Data of any United States patent or any copyright or misappropriation
<br />of any trade secret. The foregoing obligations do not apply with respect to any portions or components of Placer
<br />Data (i) that are created, compiled, or modified by any party other than Placer, (ii) combined with other products,
<br />processes, data, or materials where the alleged infringement relates to such combination, (iii) where Customer
<br />continues allegedly infringing activity after being notified thereof or after being informed of alternatives that would
<br />have avoided the alleged infringement, or (iv) where Customer's use of Placer Data is not strictly in accordance
<br />with this Agreement. If, due to a claim of infringement, Placer Data are held by a court of competent jurisdiction to
<br />be or are believed by Placer to be infringing, Placer may, at its option (a) obtain for Customer a license to continue
<br />using Placer Data or (b) terminate the Order Form and Customer's rights thereunder and provide Customer a refund
<br />of any prepaid, unused fees for Placer Data.
<br />5.b Customer shall defend, indemnify and hold Placer harmless from liability to third parties, including any claims
<br />of government agencies or regulators, resulting from or arising out of either (a) the provision of any data by
<br />Customer not in compliance with applicable law, or (b) the use by or on behalf of Customer of any Placer Data not
<br />in compliance with applicable laws and regulations.
<br />5.c The obligations of either party to provide indemnification hereunder is subject to the party seeking
<br />indemnification (a) providing the indemnifying party with prompt written notice of any claim, (b) providing the
<br />indemnifying party with sole control over the defense and settlement of the applicable claim and (c) reasonably
<br />cooperating with the indemnifying party in defending such claim. Subject to the foregoing, the indemnified party
<br />may be represented in any proceeding by counsel of its own choosing at its own expense.
<br />CON-033523
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