|
Docusign Envelope ID:9BDBD300-F972-4CCa-BD30-40FE04AA0195
<br /> u Peregrine 11/14/2025
<br /> SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF
<br /> MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, TO
<br /> THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
<br /> 9. indemnification.
<br /> 9.1. Indemnification by Peregrine. Peregrine shall at its expense defend Customer and its officers,
<br /> directors, officials, agents, volunteers and employees ("Customer Indemnified Parties") against any
<br /> claim made or brought against any Customer Indemnified Party by a third party alleging that the
<br /> Service as provided to Customer and when used in accordance with this Agreement infringes any
<br /> intellectual property rights of a third party (each, a "Customer Claim"), and shall indemnify and hold
<br /> Customer Indemnified Parties harmless from and against any and all liability, loss, damage, claims,
<br /> expenses, and costs, including without limitation, attorney's fees, awarded by a court or agreed to by
<br /> Peregrine in a settlement with respect to such Customer Claim; provided, that Customer (a) promptly
<br /> gives written notice of the Customer Claim to Peregrine; (b) Customer shall reasonably consult with
<br /> Peregrine regarding material aspects of the defense and consider in good faith any input provided by
<br /> Peregrine and (c) provides to Peregrine, at Peregrine's cost, all reasonable assistance in the defense
<br /> and settlement of the Customer Claim. Peregrine shall have no obligation under this Section 9.1 or
<br /> otherwise regarding claims that arise from or relate to (i) Customer's use of the Service other than as
<br /> contemplated by this Agreement, (ii) any modifications to the Service made by any entity other than
<br /> Peregrine (where the liability would not have arisen but for such modification), (iii) any combination of
<br /> the Service with services or technologies not provided by Peregrine (where the liability would not
<br /> have arisen but for such combination), (iv) Customer's use of the Service or portion thereof after
<br /> Peregrine has terminated this Agreement or such portion of the Service in accordance with this
<br /> Section 9.1, or (v) Third Party Products. If in Peregrine's opinion a Customer Claim is likely to be made,
<br /> or if an existing Customer Claim may cause Peregrine liability, Peregrine may in its discretion (x) obtain
<br /> a license to enable Customer to continue to use the potentially infringing portion of the Service, (y)
<br /> modify the Service to avoid the potential infringement, or (z) if the foregoing cannot be achieved after
<br /> using reasonable commercial efforts, terminate the Agreement or the license to the infringing portion
<br /> of the Service and refund the amount of any pre-paid fees applicable to the portion of the terminated
<br /> Services to be provided after the termination date.
<br /> 9.2. Indemnification by Customer. To the extent permitted by applicable law, Customer shall at its
<br /> expense defend Peregrine and its officers, directors, officials, agents, volunteers and employees
<br /> ("Peregrine Indemnified Parties") against any claim made or brought against any Peregrine
<br /> Indemnified Party by a third party based on: (a) Customer's or any User's negligence, gross
<br /> negligence, fraud, or willful misconduct; (b) Customer's or any User's use of the Service in a manner
<br /> not authorized by this Agreement; or (c) Customer Data or Peregrine's authorized use of such
<br /> Customer Data (each, a "Peregrine Claim"), and shall indemnify and hold Peregrine Indemnified
<br /> Parties harmless from and against any and all liability, loss, damage, claims, expenses, and costs,
<br /> including without limitation, attorney's fees, awarded by a court or agreed to by Customer in a
<br /> settlement with respect to such Peregrine Claim; provided, that Peregrine (1) promptly gives written
<br /> notice of the Peregrine Claim to Customer; (ii) Peregrine shall reasonably consult with Customer
<br /> regarding material aspects of the defense and consider in good faith any input provided by Customer
<br /> and (iii) provides to Customer, at Customer's cost, all reasonable assistance in the defense and
<br /> settlement of the Peregrine Claim.
<br /> 9.3. Sole Remedy. THIS SECTION 9 SETS FORTH CUSTOMER'S SOLE REMEDIES AND
<br /> PEREGRINE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED
<br /> CLAIMS BY THIRD PARTIES RELATING TO THE SERVICE OR ITS USE.
<br /> 10. Limitation of Liability.
<br /> 10.1. Exclusion of Consequential and Related Damages. EXCEPT FOR A PARTY'S BREACH OF
<br /> SECTION 7, A PARTY'S INDEMNIFICATION AND DEFENSE OBLIGATIONS, OR A PARTY'S GROSS
<br /> NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY HAVE ANY
<br /> 9
<br /> Proprietary and Confidential
<br />
|