|
6
<br />(a)all rights,licenses,consents and authorizations (including,without limitation,access to
<br />the Services) granted by either party to the other hereunder will immediately terminate;
<br />(b)Customer shall immediately cease all use of any Services and Polco Materials and (i)
<br />promptly return to Polco,or at Polco’s written request destroy,all documents and tangible materials
<br />containing,reflecting,incorporating or based on Polco’s Confidential Information;and (ii)permanently
<br />erase Polco’s Confidential Information from all systems Customer directly or indirectly controls;
<br />except to the extend and for so long as required by applicable law and all such information and
<br />materials will remain subject to all confidentiality requirements of this Agreement;
<br />(c)Polco may disable all Customer and Authorized User access to the Services; and
<br />(d)if Polco terminates this Agreement pursuant to Section 7.2,all Fees that would have
<br />become payable had the Agreement remained in effect until expiration of the Term will become
<br />immediately due and payable.
<br />7.4.Surviving Terms.The provisions set forth in the following sections,and any other right or
<br />obligation of the parties in this Agreement that,by its nature,should survive termination or expiration of
<br />this Agreement,will survive any expiration or termination of this Agreement:Section 3.2,Section 5,
<br />Section 6,Section 7.3,this Section 7.4,Section 8,Section 9,Section 10,Section 11,and Section
<br />13.
<br />8.Representations and Warranties.
<br />8.1.Representations and Warranties.Customer represents and warrants to Polco that it has the full
<br />right,power and authority to enter into and perform its obligations and grant the rights,licenses,consents
<br />and authorizations it grants or is required to grant under this Agreement;and Customer owns or
<br />otherwise has and will have the necessary rights and consents in and relating to the Customer Data so
<br />that,as received by Polco and Processed in accordance with this Agreement,they do not and will not
<br />infringe,misappropriate or otherwise violate any Intellectual Property Rights,or any privacy or other rights
<br />of any third party or violate any applicable law.Additionally,Customer represents and warrants that
<br />Customer will use (and will cause any Authorized Users to use)the Services and Polco Materials only in
<br />compliance this Agreement, and all applicable laws and regulations.
<br />8.2.DISCLAIMER OF WARRANTIES.ALL SERVICES ARE PROVIDED “AS IS”AND POLCO
<br />HEREBY DISCLAIMS ALL WARRANTIES,WHETHER EXPRESS,IMPLIED,STATUTORY OR OTHER,
<br />AND POLCO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
<br />FITNESS FOR A PARTICULAR PURPOSE,TITLE,AND ALL WARRANTIES ARISING FROM COURSE
<br />OF DEALING,USAGE OR TRADE PRACTICE.WITHOUT LIMITING THE FOREGOING,POLCO
<br />MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES,OR ANY PRODUCTS OR RESULTS
<br />OF THE USE THEREOF,WILL MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS,
<br />OPERATE WITHOUT INTERRUPTION,ACHIEVE ANY INTENDED RESULT,BE COMPATIBLE OR
<br />WORK WITH ANY SOFTWARE,SYSTEM OR OTHER SERVICES,OR BE SECURE,ACCURATE,
<br />COMPLETE,FREE OF HARMFUL CODE OR ERROR FREE.ANY THIRD-PARTY MATERIALS ARE
<br />PROVIDED “AS IS”AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY
<br />THIRD-PARTY MATERIALS IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER
<br />OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
<br />9.Indemnification.
<br />9.1.Indemnification.
<br />(a)Customer shall indemnify,hold harmless and defend Polco and its affiliates and their
<br />respective officers,directors,employees,agents,successors and assigns from and against any and
<br />all losses,liability,claims,damages,actions,penalties,costs,or expenses of whatever kind,including
|