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• ' r <br /> Page 7 of 7 <br /> amendment,or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party <br /> against whom the modification,amendment or waiver is to be asserted. <br /> 13.MUTUAL INDEMNIFICATION <br /> 13.1. Indemnification by Us.We shall defend You against any Gaim, demand, suit, or proceeding made or brought against You by a third party <br /> alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party(a"Claim <br /> Against You"),and shall indemnify You for any damages,attomey fees and costs finally awarded against You as a result of,and for amounts paid by <br /> You under a court-approved settlement of,a Claim Against You;provided that You(a)promptly give Us written notice of the Claim Against You;(b) <br /> give Us sole control of the defense and settlement of the Claim Against You (provided that We may not settle any Claim Against You unless the <br /> settlement unconditionally releases You of all liability);and (c) provide to Us all reasonable assistance,at Our expense. In the event of a Claim <br /> P�qainst You,or if We reasonably believe the Services may infringe or misappropriate,We may in Our discretion and at no cost to You(i)modify the <br /> Services so that they no longer infringe or misappropriate,without breaching Our warranties under"Our Warranties"above, (ii)obtain a license for <br /> Your continued use of the Services in accordance with this Agreement,or(iii)terminate Your User subscriptions for such Services upon 30 days' <br /> written notice and refund to You any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of <br /> termination. <br /> 13.2. Indemnification by You. You shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party <br /> alleging that Your Data,or Your use of the Services in breach of this Agreement,infringes or misappropriates the intellectual property rights of a third <br /> party or violates appiicabie law(a"Claim Against Us"),and shall indemniTy Us for any damages,attomey fees and costs finally awarded against Us <br /> as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us; provided that We(a)promptly give You <br /> written notice of the Claim Against Us;(b)give You sole control of the defense and settlement of the Claim Against Us(provided that You may not <br /> settle any Claim Against Us unless the settlement unconditionally releases Us of all liability);and(c)provide to You all reasonable assistance,at <br /> Yourexpense. <br /> 13.3. Exclusive Remedy. This Section 13 (Mutual Indemnification) states the indemnifying party's sole liability to, and the indemnified party's <br /> exclusive remedy against,the other party for any type of claim described in this Section. <br /> [Remainder of page intentionally left blank,signature page is on the cover page to this Aqreement] <br /> REV:09-02-15 MLG <br /> ATTY/AGR/2015.213/ECIVIS MASTER SUBSCRIPTION AND SERVICE AGREEMENT 9568 150819172444 <br />