VERSATERM PUBLIC SAFETY US, INC. (2)

Home Browse Search

Docusign Envelope ID;EB0F4108-19FB-44B0-8388-21 F424553A38 (ii) Versaterm's obligations hereunder are subject to being provided, by Customer, with (i) prompt written notice, however, no later than ten (10) business days, of the event giving rise to an indemnity obligation, (ii) all reasonable information and assistance, at Versaterm's expense, which it may require to defend the Claim; (iii) sole control of the defense of the Claim, and all negotiations for its settlement or compromise, 14. Customer's Indemnity Customer shall defend at its own expense any Claim brought against Versaterm, its affiliates or any of their respective directors, officers, employees, consultants, contractors or agents(each, a"Versaterm Indemnitee"), to the extent such Claim: (i)alleges, directly, that any Customer Data infringes any Canadian or U.S. Intellectual Property Right of a third person; or (ii) is in relation to Customer's use of the Software in an unintended manner, including contrary to applicable law, except however to the extent Versaterm is obligated to indemnify Customer pursuant to Section 13; provided that Customer is given: i. prompt written notice, however, no later than thirty (30) days, of the Claim or of any allegations or circumstances known to Versaterm which could result in a Claim; ii. all reasonable information and assistance from Versaterm, at Customer's expense, which Customer may require to defend the Claim; and iii. sole control of the defense of the Claim, and all negotiations for its settlement or compromise thereof; provided that Versaterm's express prior written consent shall be required for any such settlement or compromise that (A) does not fully and irrevocably release all Versaterm Indemnitees from any liability of any kind a full release with respect thereto, (B) limits in any manner Versaterm's right to use, distribute or commercialize any Licensed Materials, or (C) that includes any admission of wrongdoing by or creates or is reasonably likely to create any reputational harm to any Versaterm Indemnitee. 15. Exclusion of Other Warranties and Conditions (a) EXCEPT AS EXPRESSLY STATE❑ IN THIS MSA, ANY SERVICE SCHEDULE, OR ANY SOW, THE LICENSED MATERIALS, THIRD PARTY COMPONENTS OR ANY SERVICES PROVIDED HEREUNDER, ANY SERVICE SCHEDULE OR ANY SOW ARE PROVIDED ON AN "AS IS", "WHERE-IS"AND"AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND. THE REPRESENTATIONS AND WARRANTIES GIVEN BY VERSATERM 1N SECTION 11 ARE IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, IN RELATION TO ANY LICENSED MATERIALS, THIRD PARTY COMPONENTS OR SERVICES PROVIDED UNDER THIS MSA, ANY SERVICE SCHEDULE OR ANY SOW, INCLUDING ANY IMPLIED WARRANTIES September 2024—v404O92024 Page 13 of 24