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PRIME-00V
<br />9.1.6 ensure that Its network and systems comply with the relevant specifications provided by the Supplier from time to time;
<br />9.1.7 shall be solely responsible for protecting and safeguarding all Application Passwords, as Customer will be the only parry with
<br />knowledge of its passwords. If Customer makes such Application Passwords available to any third party, Customer shall be liable
<br />for all actions taken by such third party in connection with the Service. Customer shall not disclose or make available the
<br />Application Password other than to Customer's authorized employees or contractors, shall use all commercially reasonable
<br />efforts to prevent unauthorized access to, or use of, the Application Password and the Service and will notify the Supplier
<br />promptly of any such unauthorized access or use and make any disclosures related to such unauthorized access or use which
<br />may be required under any applicable laws; and
<br />9.1.8 be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to
<br />the Supplier, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the
<br />Customer's network connections or telecommunications links or caused by the internet.
<br />10 PROFESSIONAL SERVICES
<br />10.1 Customer may retain Supplier to perform Professional Services as the parties may agree upon in writing ("Work Order'). Supplier will use
<br />reasonable efforts to carry out the Professional Services stated in the Work Order and to provide any resulting functionality in the Service
<br />made available online to Customer and Customers Users. Except as the parties otherwise agree in a Work Order, Professional Services and
<br />the results thereof are made available "AS IS."
<br />10.2 Unless otherwise agreed in writing either under this Agreement or in the Work Order, Professional Services are provided by Supplier on a
<br />time and materials basis. Maintenance and support of code or functionality created by means of Professional Services will likewise be on a
<br />Work Order basis under this clause 10 unless otherwise agreed in writing. The code and functionality made or provided under this clause
<br />SO and all proprietary and intellectual property interests therein, will be Suppliers property. Access to the results of Professional Services
<br />will be available, subject to any further terms as maybe agreed between the parties, as part of the Service during the Term unless otherwise
<br />agreed in writing.
<br />11 INTELLECTUAL PROPERTY RIGHTS
<br />11.1 Customer will not acquire any title copyright or other proprietary rights or Intellectual Property Rights in the Service or to the source code
<br />of the Service including in any materials or supporting documentation provided under the Service as provided in this Agreement.
<br />11.2 The Supplier shall at all times be the sole owner of all title and Intellectual Property Rights emanating from any intellectual property,
<br />additional coding, data or patents, any discovery, invention, secret process, development, research or improvement in procedurethat may
<br />be generated in connection with this Agreement including, but not limited to, any derivative works and Customer -specific enhancements
<br />and modifications. All intellectual property and other proprietary rights made, conceived or developed by the Supplier alone or in
<br />connection with the Customer in the course of the supply of the Service shall at all times be and remain the sole and exclusive property of
<br />the Supplier along with any improvement of any process, know-how, technology and any other materials in respect of the Service to be
<br />provided under this Agreement.
<br />11.3 The Customer agrees not to remove, modify or use in any way any of Suppliers proprietary marking, including any trade mark, product or
<br />service names or copyright notice, withoutthe prior written consent of the Supplier.
<br />12 PRIVACY
<br />Supplier agrees to implement its privacy policies in effect from time to time.
<br />13 SERVICE LEVEL WARRANTY
<br />Supplier warrants during the Term of this Agreement that the Service will meet the Service Level Commitment stated in Schedule 1.
<br />14 ADDITIONAL WARRANTIES
<br />Each parry represents and warrants that it has the legal power and authority to enter Into this Agreement.
<br />15 INDEMNIFICATION
<br />1S.1 Supplier will defend, indemnify, and hold Customer (and its officers, directors, employees and agents) harmless from and against all costs,
<br />liabilities, losses, and expenses (including reasonable legal fees) (collectively, "Losses") arising from any third -party claim, suit, action, or
<br />proceeding arising from the actual or alleged Infringement of any copyright, patent, trademark, or misappropriation of a trade secret by
<br />the Service or Supplier Content (other than that due to Customer Data). In case of such a claim, Supplier may, in its discretion, procure a
<br />license that will protect Customer against such claim without cost to Customer or replace the Service with a non -infringing Service. THIS
<br />CLAUSE 15.1 STATES CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR INFRINGEMENT OR CLAIMS ALLEGING INFRINGEMENT. This
<br />indemnity by Supplier shall not apply to the extent that the claim of infringement of Intellectual Property Rights arose as a result of 1) any
<br />negligent act or omission or willful misconduct of the Customer pursuant to this Agreement; (11) any misuse or modification of the Service
<br />by the Customer, including, but not limited to the Customers use of the Service in a manner inconsistent with Information, directions,
<br />specifications, or instructions provided and approved by Supplier; (III) the Customers use ofthe Service in combination or conjunction with
<br />any product, service, device, or method not owned, developed, furnished, recommended, or approved by Supplier; (iv) the combination,
<br />operation or use of the Service with non -Supplier programs, data, methods or technology if such infringement would have been avoided
<br />without the combination, operation or use of the Service with other programs, data, methods or technology, or (v) Customers breach of
<br />any of the provisions of section 7 of this Agreement.
<br />SS.2 Customer will defend, indemnify, and hold Supplier (and its officers, directors, employees and agents) harmless from any expense or cost
<br />arising from any third -party subpoena or compulsory legal order or process that seeks Customer Data and/or other Customer -related
<br />information or data, including, without limitation, prompt payment to Supplier of all costs (including legal' fees) incurred by Supplier as a
<br />result.
<br />15.3 In case of any claim that is subject to indemnification under this Agreement, the party that is indemnified ("Indemnitee") will provide the
<br />indemnifying party ("Indemnitor') reasonably prompt notice of the relevant claim. Indemnitor will defend and/or settle, at its own expense,
<br />any demand, action, or suit on any claim subject to indemnification under this Agreement. Each party will cooperate in good faith with the
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