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URBAN
<br />FOOTPRINT
<br />resulting from or caused by any (i) Malicious Code present in Customer Data, (ii) modifications made by
<br />anyone other than UrbanFootprint or its agents or (iii) software not supplied by UrbanFootprint.
<br />Customer's sole and exclusive remedy for a breach of any of warranties contained in this Section shall
<br />be to terminate the Agreement for cause and, notwithstanding anything to the contrary in this
<br />Agreement, have UrbanFootprint refund to Customer the pro rata unused portion of any prepaid fees.
<br />9.2111eciprocal Warranty. Each party warrants to the other party that it has the legal power and authority
<br />to enter into this Agreement.
<br />9.3111Disclaimer of Warranties. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE
<br />UrbanFootprint PLATFORM IS PROVIDED TO CUSTOMER STRICTLY ON AN "AS IS" BASIS. ALL
<br />CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR
<br />OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT OF THIRD PARTY RIGHTS, ARE
<br />HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
<br />10.Third Party Claims,
<br />10.1 UrbanFootprint. UrbanFootprint shall at its expense (a) defend or settle any third party claims,
<br />actions and demands brought against Customer and its officers, directors, employees or agents, where
<br />the third party claimant expressly asserts that (i) the Platform infringes such third party's trademarks,
<br />copyrights or US patents, or (ii) UrbanFoatprint misappropriated such third party's trade secrets in the
<br />development of the Platform; and (b) pay damages, if any, finally awarded by a court of competent
<br />jurisdiction against Customer indemnified parties or agreed upon in settlement by UrbanFootprint
<br />(including other reasonable out-of-pocket costs incurred by Customer, including reasonable attorneys'
<br />fees, in connection with enforcing this Section 10.1), subject to the exclusions (1)-(5) set forth below.
<br />UrbanFootprint has no obligation to Customer under this Section for any claim, action or demand to the
<br />extent that such claim, demand or action is based on: (1) Third Party Software or Customer Data, (2)
<br />modifications where the Platform would not infringe (including by way of example, Modifications made
<br />by Customer, but excluding Modifications made by UrbanFootprint or its agents), (3) combination of the
<br />Platform with other software, processes or materials where the Platform would not infringe except for
<br />such combination, or (4) Customer's use of the Platform not in accordance with this Agreement. In the
<br />event that UrbanFootprint believes the Platform, or any part thereof, may be the subject of an
<br />infringement or a misappropriation claim as to which this Section applies, then UrbanFootprint may, in
<br />its discretion and at its sole expense: (1) procure for Customer the right to continue using such Platform
<br />or any applicable part thereof, (2) replace such Platform, or infringing part thereof, with a non -infringing
<br />version (or part thereof), (3) modify such Platform, or infringing part thereof, so as to make it
<br />noninfringing, or (4) in the event that (1), (2) or (3) are not commercially feasible, then Customer shall
<br />have the right to terminate this Agreement solely with respect to the infringing Platform, and,
<br />notwithstanding anything to the contrary in this Agreement, have UrbanFootprint refund to Customer the
<br />pro rata unused portion of any pre -paid service fees. This Section states Urban Footprint's sole liability
<br />to, and Customer's exclusive remedy for, infringement claims of any kind in connection with the
<br />UrbanFootprint Platforms or services delivered under or in connection with this agreement.
<br />10.2Customer. Customer shall at its expense (a) defend or settle any third party claims, actions and
<br />demands brought against UrbanFootprint and its officers, directors, employees and agents; and (b) pay
<br />all damages, if any, finally awarded against the UrbanFootprint indemnified parties or agreed upon in
<br />settlement by Customer (including other reasonable out-of-pocket costs incurred by UrbanFootprint,
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