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DocuSign Envelope ID: F0136F06-FF73-4038-BOE1-FD6CE05477F4
<br />(d) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar
<br />disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar
<br />proceeding.
<br />7.5 Effect of Suspension. If we suspend your right to access or use any portion or all of the Wasabi Service, (a) you
<br />remain responsible for all fees and charges you incur during the period of suspension; and (b) you will not be entitled
<br />to any service credits under the Service Level Agreements for any period of suspension.
<br />8. Indemnification
<br />8.1 In General By You. You will defend, indemnify, and hold harmless us, our Affiliates and licensors, and each of
<br />their respective employees, officers, directors, and representatives from and against any claims, damages, losses,
<br />liabilities, costs, and expenses (including reasonable attorneys' fees) ("Losses") arising out of or relating to any third -
<br />party claim concerning: (a) your or any Authorized Users' use of the Wasabi Service (including any activities under
<br />your Customer Account and use by your Authorized Users); (b) violation of applicable law, rule or regulation by you,
<br />your Authorized Users or Your Content; or (c) any claim alleging that any of Your Content infringes or
<br />misappropriates any privacy or third party intellectual property rights. You will reimburse us for reasonable attorneys'
<br />fees, as well as our employees' and contractors' time and materials spent responding to any third -party subpoena or
<br />other compulsory legal order or process associated with third party claims described in (a) and (b) above at our then -
<br />current hourly rates.
<br />8.2 Wasabi Indemnity Obligations.
<br />(a) Subject to the limitations in this Section 8, Wasabi will defend you and your employees, officers, and directors
<br />against any third -party claim alleging that the Wasabi Service infringes or misappropriates a third party's intellectual
<br />property rights, and will pay the amount of any adverse final judgment or settlement, agreed to by Wasabi in writing.
<br />Wasabi will also defend, indemnify, and hold you and your employees, officers, and directors from and against and
<br />Losses arising out of Wasabi's violation of any applicable law, rule or regulation.
<br />(b) We will have no obligation or liability under this Section 8.2 arising from infringement by combinations of the
<br />Wasabi Service with any other product, service, software, data, content or method. In addition, Wasabi will have no
<br />obligations or liability arising from your or any Authorized User's use of the Wasabi Service after Wasabi has notified
<br />you to discontinue such use. The remedies provided in this Section 8.2 are the sole and exclusive remedies for any
<br />third -party claims of infringement or misappropriation of intellectual property rights by the Wasabi Services.
<br />(c) For any claim covered by Section 8.2(a), Wasabi will, at its election, either: (i) procure the rights to use that
<br />portion of the Wasabi Service alleged to be infringing; (ii) replace the alleged infringing portion of the Wasabi Service
<br />with a non -infringing alternative; (iii) modify the alleged infringing portion of the Wasabi Service to male it non -
<br />infringing; or (iv) terminate the allegedly infringing portion of the Wasabi Services and this Agreement.
<br />8.3 Process. The obligations under this Section 8 will apply only if the indemnified party: (a) gives the other party
<br />prompt written notice of the claim; (b) permits the other party to control the defense and settlement of the claim; and
<br />(c) reasonably cooperates with the other party (at the other party's expense) in the defense and settlement of the claim.
<br />In no event will a party agree to any settlement of any claim that involves any commitment, other than the payment of
<br />money, without the written consent of the other party.
<br />9. Disclaimers
<br />THE WASABI SERVICE IS PROVIDED "AS IS." EXCEPT TO THE EXTENT PROHIBITED BY LAW, OR TO
<br />THE EXTENT OF ANY STATUTORY RIGHTS THAT CANNOT BE EXCLUDED, LIMITED OR WAIVED, WE
<br />AND OUR AFFILIATES AND LICENSORS (A) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY
<br />KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE WASABI
<br />SERVICE OR THE THIRD -PARTY CONTENT, AND (B) DISCLAIM ALL WARRANTIES, EXPRESS OR
<br />IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED OR
<br />EXPRESS WARRANTIES (I) OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A
<br />PARTICULAR PURPOSE, NON -INFRINGEMENT, OR QUIET ENJOYMENT, (I1) ARISING OUT OF ANY
<br />COURSE OF DEALING OR USAGE OF TRADE, (III) THAT THE WASABI SERVICE OR ANY THIRD -PARTY
<br />CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND (IV)
<br />THAT ANY OF YOUR CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR ALTERED,
<br />10. Limitations of Liability
<br />EXCEPT IN THE CASE OF WASABI'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD,
<br />WASABI AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY DIRECT,
<br />INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING
<br />July 2021
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