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Indemnification.
<br />Mutual. The Parties hereto agree to defend, indemnify, and hold harmless the other, its
<br />directors, officers, employees and affiliates, from any and all claims, suits, demands, losses,
<br />damages, liabilities, costs and expenses, including reasonable attorney's fees (collectively
<br />"Losses ") arising from or related to a claim of injury to person or property or death arising
<br />from or caused by the acts or omissions of employees, agents, or representatives of the
<br />indemnifying party.
<br />ii. By Customer. Customer shall defend, indemnify, and hold harmless MMC, its directors,
<br />officers, employees and affiliates from any Losses arising from or related to: (a) a claim of
<br />property right infringement based on a use by Customer of the Services in a manner or with
<br />other products or services not authorized or specified by MMC; or (b) acts or omissions of
<br />Customer's employees, agents, or contractors in connection with the installation,
<br />maintenance, use, or removal of any of the Services provided by MMC hereunder; or (c)
<br />any claim by a constituent of Customer that Customer's use of the Services resulted in
<br />Losses to the constituent; and
<br />iii. By MMC. MMC shall defend, indemnify, and hold harmless Customer, its directors,
<br />officers, employees and affiliates from any Losses arising from or related to a claim that
<br />the Services provided by MMC infringes upon a proprietary right of a third party, provided,
<br />however, (a) that Customer shall notify MMC of the existence or possible existence
<br />promptly upon learning of it; and (b) MMC shall have full control over the disposition of
<br />any claims hereunder; and (c) Customer shall provide reasonable assistance to MMC as
<br />required by the claim. Customer shall be afforded reasonable compensation for such
<br />assistance. In the event that it is determined that the Services provided by MMC, or any
<br />combination or part thereof, infringes the proprietary right of a third party, MMC shall, at
<br />MMC's sole discretion (a) procure the right for Customer so as to make the Service non-
<br />infringing, or (b) modify the Service so as to make it non - infringing. If neither of the
<br />foregoing alternatives is available on reasonable terms, as determined by MMC, then MMC
<br />may terminate the infringing Service in exchange for a refund therefore.
<br />10. CUSTOMER RESPONSIBILITIES AND WARRANTIES
<br />Customer shall be solely responsible for the installation, operation, maintenance, use and compatibility of
<br />equipment or software not provided by MMC and MMC shall have no responsibility or liability in connection
<br />therewith or for the security of Customer's own facilities, network and systems. Except as may otherwise be
<br />specifically stated herein, in the event that equipment or software not provided by MMC impairs Customer's use of
<br />any Service: (a) Customer shall remain liable for payment for all Services ordered by Customer; and (b) any service
<br />specifications or service levels (and corresponding service credits) generally applicable to the Service shall not apply.
<br />Customer shall cooperate with MMC in setting the initial configuration and interface with the Service and comply
<br />with MMC's instructions and other technical requirements in connection therewith.
<br />Customer represents and warrants to MMC that: (a) Customer is duly organized, validly existing and in
<br />good standing under applicable law; (b) Customer has the power and authority to enter into this Agreement, all
<br />Addendum and all other related instruments or documents hereunder (collectively, "Fundamental Agreements "); (c)
<br />such Fundamental Agreements are enforceable against Customer in accordance with their respective terms and do not
<br />violate or create a default under any instrument or agreement binding on Customer; (d) Customer will not use the
<br />Services in any manner which is in violation of any law or governmental regulation; (e) the "Customer Data" (as
<br />hereinafter defined) will not violate or infringe the rights of others, including, without limitation, any patent,
<br />copyright, trademark, trade secret, privacy, publicity, or other personal or proprietary right; and (f) the Customer Data
<br />will not include indecent or obscene material or constitute a defamation or libel of MMC or any third party and will
<br />not result in the obligation of MMC to make payment of any third party fees. For purposes of this Section 10.2,
<br />"Customer Data" shall mean the text, data, images, sounds, photographs, illustrations, graphics, programs, code and
<br />other materials provided by Customer to MMC for any purpose contemplated hereunder. Customer shall be deemed
<br />to have reaffirmed the foregoing warranties each time it executes any Fundamental Agreement.
<br />Encryption Software. Customer understands and acknowledges that the Services work in conjunction with
<br />Customer's ISP and VPN and may contain certain encryption software (the "Encryption Software ") which is a U.S.
<br />MMC Services Agreement Page 23
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