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12 PRIVACY
<br />Supplier agrees to implement Its privacy policies in effect from time to time.
<br />13SERVICE LEVEL WARRANTY
<br />Supplier warrants during the Term of this Agreement that the Service will meet the Service
<br />Level Commitment stated in Schedule 1.
<br />14ADDITIONAL WARRANTIES
<br />Each party represents and warrants that it has the legal power and authority to enter into
<br />this Agreement,
<br />15INDEMNIFICATION
<br />15.15upplier will defend, indemnify, and hold Customer (and its officers, directors,
<br />employees and agents) harmless from and against all costs, liabilities, losses, and
<br />expenses (including reasonable legal fees) (collectively, "Losses") arising from any
<br />third -party claim, suit, action, or proceeding arising from the actual or alleged
<br />infringement of any copyright, patent, trademark, or misappropriation of a trade
<br />secret by the Service or Supplier Content (other than that due to Customer Data). In
<br />case of such a claim, Supplier may, in its discretion, procure a license that will protect
<br />Customer against such claim without cost to Customer or replace the Service with a
<br />non -infringing Service. THIS CLAUSE 15.1 STATES CUSTOMER'S SOLE AND EXCLUSIVE
<br />REMEDIES FOR INFRINGEMENT OR CLAIMS ALLEGING INFRINGEMENT. This indemnity
<br />by Supplier shall not apply to the extent that the claim of infringement of Intellectual
<br />Property Rights arose as a result of 1) any negligent act or omission or willful
<br />misconduct of the Customer pursuant to this Agreement; (ii) any misuse or
<br />modification of the Service by the Customer, including, but not limited to the
<br />Customer's use of the Service in a manner inconsistent with information, directions,
<br />specifications, or instructions provided and approved by Supplier; (iii) the Customer's
<br />use of the Service in combination or conjunction with any product, service, device, or
<br />method not owned, developed, furnished, recommended, or approved by Supplier;
<br />(iv) the combination, operation or use of the Service with non -Supplier programs, data,
<br />methods or technology if such Infringement would have been avoided without the
<br />combination, operation or use of the Service with other programs, data, methods or
<br />technology, or (v) Customer's breach of any of the provisions of section 7 of this
<br />Agreement.
<br />15.2Customer will defend, indemnify, and hold Supplier (and its officers, directors,
<br />employees and agents) harmless from any expense or cost arising from any third -party
<br />subpoena or compulsory legal order or process that seeks Customer Data and/or other
<br />Customer -related information or data, including, without limitation, prompt payment
<br />to Supplier of all costs (including legal' fees) incurred by Supplier as a result.
<br />15.3In case of any claim that is subject to indemnification under this Agreement, the party
<br />that is indemnified ("Indemnitee") will provide the Indemnifying party ("Indemnitor")
<br />reasonably prompt notice of the relevant claim. Indemnitor will defend and/or settle,
<br />at its own expense, any demand, action, or suit on any claim subject to indemnification
<br />under this Agreement. Each party will cooperate in good faith with the other to
<br />facilitate the defense of any such claim and will tender the defense and settlement of
<br />any action or proceeding covered by this clause 15 to the Indemnitor upon request.
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