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DocuSign Envelope ID: 6BBA9CA6-BEBB-4290-82B7-501D979EB000
<br />10. JndemnificatiQ .
<br />10.I Ascentis will indemnify, defend and hold Client harmless, from and against any claim, suitor action brought
<br />against Client (a "Claim') and will pay any st:ttlementAseentis makes or approves or any damages finally awarded
<br />in such Claim, insofar as such Claim is based on a claim by any third party alleging that the Services infringe any
<br />U.S. trademark, copyright, or patent, or misappropriate any trade secret recognized under the Uniform Trade Secrets
<br />Act; provided that Ascentis is given prompt written notice of the Claire and sole control over the defense and any
<br />settlement thereof and Client reasonably cooperates with Ascentis to facilitate the settlement or defense of any
<br />Claim. Ascentis will have no obligation under this Section to the extent any Claire arises from. (i) Client's breach
<br />of this Agreement; (ii) use of the Servires except in accordance with this Agreement and Ascentis' written
<br />instructions; (iii) the combination of the Services with any other software, data, or technology not supplied by
<br />Ascentis; (iv) modifications of the Services not made by Ascentis; or (v) Client's failure to implement changes
<br />recommended by Ascentis if the infringement or misappropriation would have been avoided by implementing the
<br />recommended changes.
<br />10.2 If any portion of the Services becomes, or in Ascentis' opinion is Iikely to become, the subject of a Claim
<br />of infringement, Ascentis may, at its option: (a) procure for Client the right to continue using the Set -vices; (b)
<br />replace the Services with non -infringing services which do not materially impair the functionality of the Services;
<br />(c) modify the Services so that they become non -infringing; or, (d) if none of the above options arc commercially
<br />reasonable, terminate this Agreement and upon such termination, Client will immediately cease all use of the
<br />Services, This Section states the sole and exclusive remedy of Client and the entire liability of Ascentis for any
<br />Claims of infringement or misappropriation.
<br />11. Limitat[Ql} Q Ljability.
<br />11.1 IN NO EVENT SHALL EITHER PARTY (OR ANY OF SUCH PARTY'S OFFICERS, DIRECTORS,
<br />SHAREHOLDERS. EMPLOYEES, SUBSIDIARIES, AFFILIATE'S, OR AGENTS), BE LIABLE FOR ANY
<br />INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDEN'T'AL, SPECIAL
<br />OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA,
<br />LOST BUSINESS OPPORTUNITY, OR BUSINESS INTERRUPTION) RESULTING MOM OR IN
<br />CONNECTION WITH THE SERVICES OR THIS AGREEMENT, WHETHER BASED ON WARRANTY,
<br />CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT SUCH PARTY is
<br />ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
<br />11.2 IN NO EVENT SHALL ASCFNTIS (OR ANY OF ITS OFFICERS, DIRECTORS, SHAREHOLDERS,
<br />EMPLOYEES, SUBSIDIARIES, AFFILIATES, OR AGENTS113E LIABLE FOR ANY DIRECT DAMAGES IN
<br />EXCESS IN THE AGGREGATE OF THE AMOUNTS ACTUALLY PAID By CLIENT TO ASCENTIS UNDER
<br />THE ORDER FORM OR SOW FOR THE SERVICES WHICH FORM lliE SUBJECT OF Tl -1E LIABILITY
<br />DURING THE THREE MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO
<br />SUCH LIABILITY.
<br />12. N,_Q.ticcees. Any notice under this Agreement shall be giver] in writing and addressed to the Patties at the
<br />addresses set forth on the first page of this Agreement (or to such other address that may be designated by the
<br />receiving Party from time to time in accordance with this Section). Notices will be deemed to have been delivered
<br />and given for all purposes (i) on the delivery date if delivered personally to the Party to whom the same is directed;
<br />(ii) one (1) business day after deposit with a nationally recognized overnight carrier, with written verification of
<br />receipt, or (iii) five (5) Business days after the mailing date whether or not actually received, if sent by U.S. certified
<br />rnai1, return receipt requested, postage mid charges pre -paid or any other n]earts of rapid mail delivery for which a
<br />receipt is available.
<br />13. AjzjWu. Client shall not assign, transfer, delegate or subcontract any of its rights or delegate any of its
<br />obligations under this Agreement without the prior written consent of Ascentis. Any purported ,assignment or
<br />delegation in violation of this Section shall be null and void No assignment or delegation shah relieve the Client
<br />of any of its obligations under this Agreement. Ascentis may assign any of its rights or delegate any of its obligations
<br />to any affiliate or to any person acquiring all or substantially all of its assets without Client's consent.
<br />Ascentis MSA v.02041 8
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