Incredimail 2014 Annual Report Download - page 146

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8.3 Intellectual Property Compliance.
Without limiting anything else in this Agreement to the contrary, each Party covenants
and agrees to maintain responsible business practices regarding ownership and compliance with applicable intellectual property laws, rules and
regulations, and to maintain, to the extent applicable to it, policies for complying with all such laws, rules and regulations (for example, when
applicable and without limitation, a policy for compliance with the Digital Millennium Copyright Act, as amended), and to use reasonable efforts
to ensure any of its agents comply with the obligations under this Section 8.3 .
8.4 Disclaimer.
EXCEPT FOR THE EXPRESS WARRANTIES MADE IN THE AGREEMENT, ALL MATERIALS AND
DELIVERABLES PROVIDED BY ONE PARTY TO THE OTHER PARTIES HEREUNDER ARE PROVIDED “AS IS.”
TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PARTIES MAKE NO OTHER WARRANTIES OR CONDITIONS,
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE AND NON-INFRINGEMENT.
SECTION 9: INDEMNIFICATION.
9.1 Scope.
Each Party will indemnify, defend and/or handle at its own cost and expense any claim or action brought by a third
party against the other Party, its officers, directors, employees, representatives, or agents if, and to the extent that, such claim or action arises out
of or relates to: (a) any [***] breach of such Party’
s representations, warranties, or obligations in the Agreement; (b) an infringement claim
based on any intellectual property or other proprietary rights of a third party resulting from products or services provided by the indemnifying
Party hereunder, except to the extent that such infringement claim (i) is based on the indemnified Party’
s intellectual property, technology, or
other product or service or the combination created by the indemnifying Party’s product with the indemnified Party’
s product (if such claim
could not have been asserted but for such combination), or (ii) arises due to a modification of the indemnifying Party’
s product or service not
approved by the indemnifying Party; (c) intentional distribution by the indemnifying Party through the products provided of any spyware or
other malicious programs or code or intentional removal of, disabling of or otherwise rendering inoperative a User’
s security, antispyware or
antivirus without such User’
s consent; (d) a breach by [***], or (e) [***]. Each Party agrees to indemnify and hold the other Party harmless from
and against [***]. The indemnifying Party will solely conduct the defense of any such claim or action and all negotiations for its settlement or
compromise; provided
, however, that (i) no settlement or compromise will be entered into that admits fault on behalf of the other Party or
requires any payment by the other Party without the other Party’
s prior written consent, and (ii) the other Party has the right to participate, at its
own cost and expense (including, without limitation, attorneys’
fees), in the defense and/or settlement of any such claim or action in order to
protect its own interests.
9.2 Notice. Each Party’s indemnification obligation under Section 9
is contingent upon the other Party: (a) promptly notifying
the indemnifying Party in writing of the claim, except that any failure to promptly provide this notice will only relieve the indemnifying Party of
its indemnification responsibility under this Section 9
to the extent its defense is materially prejudiced by the delay; (b) granting the
indemnifying Party sole control of the defense and/or settlement of the claim except as expressly provided under Section 9
; and (c) providing
the indemnifying Party, at the indemnifying Party’
s expense, with all assistance, information and authority reasonably required for the defense
and/or settlement of the claim, but in a manner consistent with the indemnified Party’
s confidentiality obligations and preservation of
attorney/client, work product and other privileges.
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