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Docusign Envelope ID;4FF851C3-ADE5-4C70-8186-6D7$111 T9215
<br /> 7. Limited Warrants s.
<br /> (a) Functionality&Service Levels.During the Term,the Application Services will operate In a manner consistent
<br /> with general Industry standards reasonably applicable to the provision of the Application Services and will conform in all material
<br /> respects to the Documentation and service levels set forth in the SLA when accessed and used in accordance with the
<br /> Documentation. Except as expressly stated in the SLA, DebtBook does not make any representation, warranty, or guarantee
<br /> regarding availability of the Application Services, and the remedies set forth In the SLA are Customers sole remedies and
<br /> DebtBook's sole liability under the limited warranty set forth In this paragraph.
<br /> (b) Security.DebtBook has Implemented Appropriate Security Measures and has made commercially reasonable
<br /> efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate Security Measures
<br /> Intended to protect Customer Data.
<br /> (c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, DEBTBOOK IP IS PROVIDED "AS IS," AND
<br /> DEBTBOOK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DEBTBOOK
<br /> SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE,AND
<br /> NON-INFRINGEMENT,AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR
<br /> THE LIMITED WARRANTY SET FORTH IN THIS SECTION,DEBTBOOK MAKES NO WARRANTY OF ANY KIND THAT THE DEBTBOOK IP,
<br /> OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS,
<br /> OPERATE WITHOUT INTERRUPTION,ACHIEVE ANY INTENDED RESULT,BE COMPATIBLE OR WORK WITH ANY SOFTWARE,SYSTEM,
<br /> OR OTHER SERVICES,OR BE SECURE,ACCURATE,COMPLETE,FREE OF HARMFUL CODE,OR ERROR FREE.
<br /> (d) DebtBook exercises no control over the flow of information to or from the Application Service, DebtBook's
<br /> network,or other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or
<br /> controlled by third parties. At times,actions or inactions of such third parties can impair or disrupt connections to the Internet.
<br /> Although DebtBook will use commercially reasonable efforts to take all actions DebtBook deems appropriate to remedy and avoid
<br /> such events,DebtBook cannot guarantee that such events will not occur. ACCORDINGLY,DEBTBOOK DISCLAIMS ANY AND ALL
<br /> LIABILITY RESULTING FROM OR RELATING TO ALL SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE
<br /> AGREEMENT,ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDERTHE CONTROL OF ATHIRD PARTY.
<br /> 8. Indemnification.
<br /> (a) DebtBook Indemnification.
<br /> (i) DebtBook will indemnify,defend,and hold harmless Customer from and against any and all losses,
<br /> damages,liabilities,costs(including reasonable attorneys'fees)(collectively,"Losses")incurred by Customer resulting
<br /> from any third-party claim,suit,action,or proceeding("Third-Party Claim")that the Application Services,or any use of
<br /> the Application Services in accordance with the Agreement,infringes or misappropriates such third party's US patents,
<br /> copyrights,or trade secrets, provided that Customer promptly notifies DebtBook In writing of the Third-Party Claim,
<br /> reasonably cooperates with DebtBook in the defense of the Third-Party Claim,and allows DebtBook sole authority to
<br /> control the defense and settlement of the Third-Party Claim.
<br /> (n) If such a claim is made or appears possible,Customer agrees to permit DebtBook,at DebtBook's
<br /> sole expense and discretion,to(A) modify or replace the DebtBook 1P,or component or part of the DebtBook IP,to
<br /> make it non-infringing, or (B) obtain the right for Customer to continue use. If DebtBook determines that neither
<br /> alternative Is reasonably available, DebtBook may terminate the Agreement in Its entirety or with respect to the
<br /> affected component or part,effective immediately on written notice to Customer,so long as,in each case,DebtBook
<br /> promptly refunds or credits to Customer all amounts Customer paid with respect to the DebtBook IP that Customer
<br /> cannot reasonably use as intended underthe Agreement.
<br /> (iii) DebtBook's indemnification obligation under this Section will not apply to the extent that the
<br /> alleged infringement arises from Customer's use of the Application Services in combination with data, software,
<br /> hardware, equipment, or technology not provided or authorized in writing by DebtBook or modifications to the
<br /> Application Services not made by DebtBook.
<br /> (b) Sole Remedy.SECTION 8(a)SETS FORTH CUSTOMER'SSOLE REMEDIES AND DEBTB00K'S SOLE LIABILITY FOR
<br /> ANY ACTUAL,THREATENED,OR ALLEGED CLAIMSTHAT THE SERVICES INFRINGE,MISAPPROPRIATE,OR OTHERWISE VIOLATE ANY
<br /> THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL DEBTBOOK'S LIABILITY UNDER SECTION 8(a) EXCEED
<br /> $1,000,000.
<br /> (c) Customer Indemnification. Customer will indemnify, hold harmless, and, at DebtRook's option, defend
<br /> DebtBook from and against any Losses resulting from any Third-Party Claim that the Customer Data,orany use of the Customer
<br /> Data In accordance with the Agreement,Infringes or misappropriates such third party's intellectual property rights and anyThird-
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