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2033 Oak Industrial Dr. NE, Grand Rapids, MI 49505 www.terryberry.com
<br />REV: 08-05-26 VR
<br />31/36
<br />forth herein. Customer grants Terryberry and its Affiliates a limited, non-exclusive, worldwide license to access and use Customer
<br />Data and Customer Marks solely to enforce this Agreement and to provide, manage, improve, and assess the quality and
<br />performance of the SaaS Products. Customer will furnish Terryberry with all Customer Marks it desires to include in configuration of
<br />the applicable licensed SaaS Product(s).
<br />7.3.Usage Analytics. Terryberry shall be permitted to collect and use Usage Analytics for its reasonable business purposes and for
<br />Customer’s benefit. In the event Terryberry wishes to disclose the Usage Analytics or any part thereof to third parties (either during
<br />the Subscription Term or thereafter), such data shall be anonymized and/or presented in the aggregate so that it will not identify
<br />Customer or its Authorized Users. The foregoing shall not limit in any way Terryberry’s confidentiality obligations in Section 6 of the
<br />SaaS Terms.
<br />7.4.Suggestions. To the extent that Customer provides Terryberry with Suggestions, such Suggestions shall be free from any
<br />confidentiality restrictions that might otherwise apply to Terryberry under this Agreement and may be implemented by Terryberry at
<br />its sole discretion. Customer grants Terryberry and its Affiliates a royalty-free, fully paid, worldwide, perpetual, and irrevocable
<br />license to use, implement, modify, and incorporate such Suggestions into Terryberry products or materials at Terryberry’s sole
<br />discretion. Customer acknowledges that any Terryberry products or materials incorporating such Suggestions shall be the sole and
<br />exclusive property of Terryberry.
<br /> 8.Indemnification.
<br />8.1.Terryberry Indemnification. Terryberry shall defend and indemnify Customer and its Affiliates, and their respective officers,
<br />directors, and employees, against all third-party claims, suits, and proceedings, and all directly related losses, liabilities, damages,
<br />costs, and expenses (including reasonable attorneys’ fees) resulting from (i) the violation, misappropriation, or infringement of any
<br />third party’s patent, copyright, trademark, or trade secret arising from Customer’s use of the SaaS Products in accordance with this
<br />Agreement and reasonable Terryberry instruction related to the use of the SaaS Product, and (ii) Terryberry’s gross negligence,
<br />fraud, or willful misconduct.
<br />8.2.Customer Indemnification. Customer will indemnify and defend Terryberry, its Affiliates, and its and their respective directors,
<br />officers, employees, agents, successors and permitted assigns from and against any third-party claims, suits and proceedings
<br />(including those brought by a government entity) resulting from: (i) actual or alleged infringement of a third party’s intellectual
<br />property rights, (including, but not limited to patent, copyright, or trade secret rights) arising out of, or in connection with, the
<br />receipt or use in the performance of the Agreement of the Customer Data or Customer Marks; (ii) Terryberry’s use of the Customer
<br />Data violating Applicable Law, provided that such use is in accordance with the terms of this Agreement and (where applicable) with
<br />the terms of the DPA, (iii) the content or structure of Customer Data; or (iv) Customer’s gross negligence, fraud or willful
<br />misconduct.
<br />8.3.Procedure. Each Party’s defense and indemnification obligations herein will become effective upon, and are subject to: (a) the
<br />Party entitled to indemnification under this Agreement (“Indemnified Party”) giving prompt notification to the Party that is obligated
<br />to provide indemnification (“Indemnifying Party”) of any claims in writing; and (b) the Indemnified Party providing the Indemnifying
<br />Party with full and complete control, authority and information for the defense of the claim, provided that the Indemnifying Party
<br />will have no authority to enter into any settlement or admission of the Indemnified Party’s wrongdoing on behalf of the Indemnified
<br />Party without the Indemnified Party’s prior written consent, which shall not be unreasonably withheld, conditioned, or delayed. The
<br />Indemnifying Party will promptly, and in no event less than a reasonable number of days before the date on which a response to
<br />such claim is due, assume and diligently pursue the defense and settlement of such claim, engaging attorneys who have appropriate
<br />expertise to handle and defend the same, at the Indemnifying Party’s sole cost and expense. At the Indemnifying Party’s request
<br />and sole expense, the Indemnified Party shall reasonably cooperate with the Indemnifying Party in defending or settling any claim.
<br />If the Indemnifying Party fails to timely assume, or ceases to diligently pursue, such defense, the Indemnified Party may defend or
<br />settle the claim in such manner as it may deem appropriate at the cost of the Indemnifying Party.
<br />8.4.Remedies. If Customer’s use of the SaaS Products is prevented by injunction or court order because of any claim subject to
<br />indemnification under Section 8.1, or, in Terryberry’s opinion, if the SaaS Products are likely to become the subject of any such
<br />ATTY/AGR.2026.217/Terryberry (Employee Service Awards) (Page 31 of 36)
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