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6.2. Proprietary Notices. We and our Contributors claim and reserve all ownership and rights afforded at law and in equity in all
<br />data, compilations, and materials that constitute the Licensed Products, including, but not limited to, all rights under federal copyright
<br />law. You agree to respect and not to knowingly or maliciously remove, obliterate, or cancel from view any copyright, trademark,
<br />confidentiality, or other proprietary notice, mark, or legend appearing on the Licensed Product or on the Visual Output, including, but
<br />not limited to, any such notices displayed to the user during the operation of the Licensed Products and any such notices in the
<br />documentation, and agree to use reasonable best efforts to reproduce and include the same on any copy of the Licensed Product or
<br />any portion thereof distributed to Your consultants, agents and contractors.
<br />6.3. Confidential Information. Each party agrees to keep confidential all confidential information disclosed to it by the other party in
<br />accordance herewith, and to protect the confidentiality thereof, in the same manner in which it protects the confidentiality of similar
<br />information and data of its own (at all times exercising at least a reasonable degree of care in the protection of confidential information).
<br />You acknowledge that the unauthorized use, transfer, assignment, sublicensing, or disclosure of the Licensed Products,
<br />documentation, Derivative Products, or copies of any portions thereof will (a) substantially diminish the value to Contributors of their
<br />intellectual property, (b) render Our remedy at law for such unauthorized use, disclosure, or transfer inadequate, and (c) cause
<br />irreparable injury. If You breach any of Your obligations with respect to the use or confidentiality of the Licensed Products,
<br />documentation, Derivative Products, or any copies of portions thereof, We shall be entitled to equitable relief to protect Our interests
<br />therein, including, but not limited to, preliminary and permanent injunctive relief. Upon (presentation of just cause and) ten (10) days'
<br />written notice to You, We shall, with Your consent and permission, have reasonable access to inspect and audit Your procedures and
<br />to examine Your computer systems in order to determine whether such procedures and computer systems comply with the
<br />requirements set forth in this Agreement.
<br />7. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
<br />7.1. Our Warranties. EXCEPT FOR ANY EXPRESS WARRANTIES PROVIDED HEREIN, NEITHER PARTY MAKES ANY
<br />WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR OTHERWISE. WE PROVIDE THE LICENSED PRODUCTS ON
<br />AN -AS IS," "AS AVAILABLE" BASIS. NEITHER WE NOR OUR CONTRIBUTORS MAKE ANY REPRESENTATION, WARRANTY,
<br />OR COVENANT WHATSOEVER REGARDING AVAILABILITY OR ACCURACY OF THE LICENSED PRODUCTS AND/OR
<br />CONTRIBUTED DATABASES. WE MAYALTER OR REDUCE THE AVAILABILITY AND QUALITY OF THE LICENSED PRODUCTS
<br />AT ANY TIME WITHOUT CAUSE IN OUR SOLE DISCRETION. NO AGENT OF DMP IS AUTHORIZED TO ALTER OR EXCEED
<br />THE WARRANTY OBLIGATIONS OF DMP AS SET FORTH HEREIN.
<br />NEITHER US NOR ANY CONTRIBUTORS WARRANT THAT THE LICENSED PRODUCTS OR RELATED E-MAILS SENT ARE
<br />FREE OF ERRORS, OMISSIONS, VIRUSES OR OTHER HARMFUL COMPONENTS. BY ACCEPTING THIS AGREEMENT, YOU
<br />DISCLAIM ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT.
<br />7.2. Limitation of Liability. Our aggregate and maximum liability in connection with any claim arising out of or relating to this
<br />Agreement shall be limited to a refund of 12 months of fees paid by You to Us. Neither We nor the Contributors shall be liable for any
<br />special, indirect, incidental, or consequential damages of any kind whatsoever (including attorneys' fees) arising in connection with
<br />the Licensed Products, or any failure by Us to perform our obligations, regardless of any negligence alleged.
<br />7.3. Indemnification. We will defend and indemnify You against a third -party action, suit, or proceeding against You to the extent
<br />such claim is based upon an allegation that the Licensed Product, as of its delivery date under this Agreement, infringes a valid United
<br />States patent or copyright or misappropriates a third parry's trade secret. If a third party alleges that your use of the Licensed Products
<br />in breach of this Agreement infringes or misappropriates intellectual property rights or violates law, You will defend and indemnify Us
<br />and the Contributors against any such claim, demand, suit, or proceeding, including any judgments, settlements, and attorney fees.
<br />8. ADDITIONAL PROVISIONS
<br />8.1. Non -Assignability. Neither party may assignor transfer this Agreement without the prior written consent of the other party. Any
<br />unauthorized assessment or transfer will be null and void, and enables termination. This Agreement is binding upon any authorized
<br />successor or assignee.
<br />8.2. Entire Understanding. This Agreement is the parties' entire agreement relating to its subject, and supersedes any prior or
<br />contemporaneous agreement. Any amendment must be in writing and expressly state that it is amending this Agreement.
<br />Content Solutions Sublicense Terms and Conditions Page 3 of 3
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