Common use of Warranties and Indemnification Clause in Contracts

Warranties and Indemnification. Xxxxx-Xxxxxxx and Associates, LLC assembles information from a variety of sources, including databases maintained by consumer reporting agencies containing information from public records, other information repositories, and third-party researchers. Client understands that these information sources and resources are not maintained by Xxxxx-Xxxxxxx and Associates, LLC. Therefore, Xxxxx-Xxxxxxx and Associates, LLC cannot be a guarantor that the information provided from these sources is absolutely accurate. Nevertheless, Xxxxx-Xxxxxxx and Associates, LLC has in place procedures designed to ensure the maximum possible accuracy of the information reported and also procedures designed to respond promptly to claims of incorrect or inaccurate information in accordance with applicable law. Client understands that Xxxxx-Xxxxxxx and Associates, LLC, obtains the information in its reports from various third-party sources “AS IS” and, therefore, is providing the information to Client “AS IS”. XXXXX-XXXXXXX AND ASSOCIATES, LLC, MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE; XXXXX-XXXXXXX AND ASSOCIATES, LLC, EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. Client agrees to indemnify and hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its successors and assigns, officers, directors, employees, agents, vendors, and suppliers from any and all third-party claims, actions or liabilities arising from or with respect to: (i) any breach by Client of this Agreement or the representations, certifications or warranties made hereunder, (ii) Client’s violation of applicable laws or ordinances, and/or (iii) Client’s negligence, misconduct, recklessness, errors or omissions. Client understands that Xxxxx-Xxxxxxx and Associates, LLC is not a law firm and that any documents, communications or information received from Xxxxx-Xxxxxxx and Associates, LLC, regarding the obtainment or use of background screening reports is not to be considered legal counsel or legal opinion. Client agrees that it will consult with its own legal counsel regarding the acquisition and use of background screening information, including but not limited to, the legality of using or relying on reported information and the appropriate procedure for taking adverse action based upon a consumer report and/or investigative consumer report. Client also understands that sample forms or documents made available by Xxxxx-Xxxxxxx and Associates, LLC, to Client, including, but not limited to, sample disclosure notices, written authorizations, and adverse action notices are offered solely as a courtesy and should not be construed as legal advice. Laws governing the content of such documents frequently change. Accordingly, Client shall consult with counsel to make sure that it is using appropriate documents that comply with any and all applicable federal, state, and local laws. Use of Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes—including any process designed to obtain the consumer’s consent to the background check—is entirely optional. Therefore, if Client chooses to use Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes in part or whole, Client agrees that such documents/processes should be considered its own (not that of Xxxxx-Xxxxxxx and Associates, LLC), and that Client has consulted with its own legal counsel to the extent necessary regarding the use of such documents/processes. Client shall indemnify, defend, and hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its vendors and service providers, affiliates, and subsidiaries and their respective officers, directors, and employees from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity (“Claims”), related to Client’s use of sample forms, sample documents, or processes made available by Xxxxx-Xxxxxxx and Associates, LLC.

Warranties and Indemnification. Xxxxx-Xxxxxxx The University and Associates, LLC assembles information from a variety of sources, including databases maintained by consumer reporting agencies containing information from public records, other information repositories, and third-party researchers. Client understands that these information sources and resources are not maintained by Xxxxx-Xxxxxxx and Associates, LLC. Therefore, Xxxxx-Xxxxxxx and Associates, LLC cannot be a guarantor Sponsor disclaim any guaranty that the information provided from these sources is absolutely accurateResearch Program shall be successful, in whole or in part. NeverthelessTHE UNIVERSITY AND SPONSOR EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS, Xxxxx-Xxxxxxx and AssociatesEXPRESS, LLC has in place procedures designed to ensure the maximum possible accuracy of the information reported and also procedures designed to respond promptly to claims of incorrect or inaccurate information in accordance with applicable law. Client understands that Xxxxx-Xxxxxxx and Associates, LLC, obtains the information in its reports from various third-party sources “AS IS” and, therefore, is providing the information to Client “AS IS”. XXXXX-XXXXXXX AND ASSOCIATES, LLC, MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDINGSTATUTORY OR OTHERWISE, WITH RESPECT TO THE RESEARCH PROGRAM, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY THE MARKETABILITY, USE OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE RESEARCH RESULTS DEVELOPED UNDER THE RESEARCH PROGRAM, OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE; XXXXX-XXXXXXX AND ASSOCIATES, LLC, EXPRESSLY DISCLAIMS THAT SUCH RESULTS DO NOT INFRINGE UPON ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIESTHIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. Client Sponsor agrees to indemnify and hold harmless Xxxxx-Xxxxxxx the University and Associates, LLC, its successors employees and assigns, officers, directors, employees, agents, vendors, and suppliers from any and all third-party claims, actions or liabilities arising from or with respect to: (i) any breach by Client of this Agreement or the representations, certifications or warranties made hereunder, (ii) Client’s violation of applicable laws or ordinances, and/or (iii) Client’s negligence, misconduct, recklessness, errors or omissions. Client understands that Xxxxx-Xxxxxxx and Associates, LLC is not a law firm and that any documents, communications or information received from Xxxxx-Xxxxxxx and Associates, LLC, regarding the obtainment or use of background screening reports is not to be considered legal counsel or legal opinion. Client agrees that it will consult with its own legal counsel regarding the acquisition and use of background screening information, including but not limited to, the legality of using or relying on reported information and the appropriate procedure for taking adverse action based upon a consumer report and/or investigative consumer report. Client also understands that sample forms or documents made available by Xxxxx-Xxxxxxx and Associates, LLC, to Client, including, but not limited to, sample disclosure notices, written authorizations, and adverse action notices are offered solely as a courtesy and should not be construed as legal advice. Laws governing the content of such documents frequently change. Accordingly, Client shall consult with counsel to make sure that it is using appropriate documents that comply with any and all applicable federal, state, and local laws. Use of Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes—including any process designed to obtain the consumer’s consent to the background check—is entirely optional. Therefore, if Client chooses to use Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes in part or whole, Client agrees that such documents/processes should be considered its own (not that of Xxxxx-Xxxxxxx and Associates, LLC), and that Client has consulted with its own legal counsel to the extent necessary regarding the use of such documents/processes. Client shall indemnify, defend, and hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its vendors and service providers, affiliates, and subsidiaries and their respective officers, directors, and employees from and agents against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, damages and expenses (expenses, including reasonable reasonably attorneys’ fees fees, arising from any claim, damages and expenses) liabilities asserted by third parties arising out of or in connection with any claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity (“Claims”), related to Clientfrom Sponsor’s use of sample formsthe research results from the Research Program, sample documentsexcept to the extent that the same is caused by any negligent or willful act or omission by or on behalf of the University. The University agrees to be responsible for any and all costs, damages and expenses, including reasonably attorneys’ fees, arising from any misrepresentation or processes made available breach by Xxxxx-Xxxxxxx and AssociatesUniversity of any of its covenants hereunder or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, LLCMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED the performance of any of its obligations under this Agreement, except to the extent that the same, is caused by any negligent or willful act or omission by or on behalf of the Sponsor. Notwithstanding anything to the contrary in the foregoing, neither party assumes any responsibility or liability for the nature, conduct or results of any research, testing or other work performed by the other party on such party’s premises.

Warranties and Indemnification. Xxxxx-Xxxxxxx 7.1 SSOL represents and Associateswarrants to DTN that (i) SSOL has the right, LLC assembles information from a variety power and authority to grant the License granted in this Agreement and to perform its obligations hereunder; (ii) the Intellectual Property does not infringe any U.S. or foreign patent, trademark or copyright of sourcesany third party, including databases maintained by consumer reporting agencies containing information from public records, other information repositories, and nor is SSOL aware of any threatened claim of any such infringement; (iii) SSOL is not xxxx of any third-party researchers. Client understands that these information sources products which infringe on its proprietary rights in the Intellectual Property; (iv) SSOL is the owner of all right, title and resources are interest in and to the Intellectual Property and has not maintained by Xxxxx-Xxxxxxx granted licenses thereunder to any other entity; and Associates, LLC. Therefore, Xxxxx-Xxxxxxx (v) the Source Code is free from known material defects and Associates, LLC cannot be a guarantor that the information provided from these sources is absolutely accurate. Nevertheless, Xxxxx-Xxxxxxx and Associates, LLC has in place procedures designed to ensure the maximum possible accuracy of the information reported and also procedures designed to respond promptly to claims of incorrect or inaccurate information materially performs in accordance with applicable lawany documentation provided therewith. Client understands 7.2 In the event that Xxxxx-Xxxxxxx and Associatesthe Source Code does not perform as warranted in Section 6.1(v), LLC, obtains the information in its reports from various third-party sources “AS IS” and, therefore, is providing the information to Client “AS IS”. XXXXX-XXXXXXX AND ASSOCIATES, LLC, MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE; XXXXX-XXXXXXX AND ASSOCIATES, LLC, EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. Client SSOL agrees to indemnify use its best efforts to promptly make the Source Code perform as so warranted. 7.3 SSOL hereby indemnifies and agrees to hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its successors and assigns, officers, directors, employees, agents, vendors, and suppliers from any and all third-party claims, actions or liabilities arising from or with respect to: (i) any breach by Client of this Agreement or the representations, certifications or warranties made hereunder, (ii) Client’s violation of applicable laws or ordinances, and/or (iii) Client’s negligence, misconduct, recklessness, errors or omissions. Client understands that Xxxxx-Xxxxxxx and Associates, LLC is not a law firm and that any documents, communications or information received from Xxxxx-Xxxxxxx and Associates, LLC, regarding the obtainment or use of background screening reports is not to be considered legal counsel or legal opinion. Client agrees that it will consult with its own legal counsel regarding the acquisition and use of background screening information, including but not limited to, the legality of using or relying on reported information and the appropriate procedure for taking adverse action based upon a consumer report and/or investigative consumer report. Client also understands that sample forms or documents made available by Xxxxx-Xxxxxxx and Associates, LLC, to Client, including, but not limited to, sample disclosure notices, written authorizations, and adverse action notices are offered solely as a courtesy and should not be construed as legal advice. Laws governing the content of such documents frequently change. Accordingly, Client shall consult with counsel to make sure that it is using appropriate documents that comply with any and all applicable federal, state, and local laws. Use of Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes—including any process designed to obtain the consumer’s consent to the background check—is entirely optional. Therefore, if Client chooses to use Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes in part or whole, Client agrees that such documents/processes should be considered its own (not that of Xxxxx-Xxxxxxx and Associates, LLC), and that Client has consulted with its own legal counsel to the extent necessary regarding the use of such documents/processes. Client shall indemnify, defend, and hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its vendors and service providers, affiliates, and subsidiaries and their respective officers, directors, and employees DTN from and against any and all claims, demands, and actions, and any liabilities, damages, penaltiesor expenses resulting therefrom, losses, liabilities, judgments, settlements, awards, costs, including court costs and expenses (including reasonable attorneys’ fees ' fees, resulting from a breach of SSOL's representations and expenseswarranties or covenants set forth herein. SSOL's obligations under this Section 7.3 shall survive the expiration or termination of this Agreement for any reason. DTN agrees to give SSOL prompt notice of any such claim, demand, or action and to cooperate in the defense and settlement of such claim, demand, or action as reasonably requested by SSOL. SECTION 8 TERMINATION OF PRIOR AGREEMENTS ------------------------------- 8.1 The Parties agree that, effective immediately, the Prior Agreements are terminated and are of no further force or effect. 4 <PAGE> 8.2 DTN and SSOL do hereby fully and absolutely release and forever discharge each other and their affiliates, officers, directors, employees and agents (the "Released Parties") from any and all claims, demands and causes of action of any kind whatsoever, whether known or unknown at the present time, which either Party may have against any of the Released Parties with respect to or arising out of or the prior agreements set forth in connection with any Section 8.1. The foregoing release is intended and shall be construed as a full and complete release of all claims, assertions, demands, and causes of actionaction referred to above. This release shall inure to the benefit of the Released Parties and their respective heirs, suitsrepresentatives, proceedings or other actionssuccessors and assigns. SECTION 9 ADDITIONAL OBLIGATIONS ---------------------- DTN agrees to provide SSOL with twenty (20) subscriptions to its DTNIQ and TRADE IQ internet products through August 31, whether at law or in equity (“Claims”)2001 for use only by SSOL's employees and officers. SSOL will be required to execute DTN's standard subscription agreements for such products. Such subscriptions will be provided free of DTN's subscription fees; provided, related however, SSOL will be required to Client’s use of sample forms, sample documents, or processes made available by Xxxxx-Xxxxxxx and Associates, LLC.pay applicable exchange fees. SECTION 10 MISCELLANEOUS ------------- 10.1

Warranties and Indemnification. Xxxxx-Xxxxxxx In addition to any standard warranty or guaranty of Seller, Seller further expressly warrants that all Goods ordered to specifications will conform thereto and Associatesto the drawings, LLC assembles information samples or other descriptions furnished or adopted by Buyer and further expressly warrants that all Goods furnished under this PO: (i) shall be free from a variety defects in materials and workmanship; (ii) are of sourcesmerchantable quality and are fit and safe for the purpose for which purchased or apparently intended by Buyer or Buyer’s customer; (iii) have been manufactured, including databases maintained packaged, labeled and are now being furnished in compliance with all applicable federal, state and local laws, including, but in no way limited to, the Consumer Products Safety Act, the Fair Labor Standards Act, the Federal Food, Drug & Cosmetic Act and the National Traffic and Motor Vehicle Safety Act of 1966; (iv) are being conveyed by consumer reporting agencies containing information from public records, other information repositoriesSeller’s good and rightful title, and third-party researcherswill be delivered free from any security interest or other lien or encumbrance of any third person or any rightful claim of any third person; and (v) do not infringe on any United States or foreign trademark, patent or other intellectual property rights of any third person. Client understands that these information sources and resources are not maintained by Xxxxx-Xxxxxxx and Associates, LLC. Therefore, Xxxxx-Xxxxxxx and Associates, LLC cannot be a guarantor that the information provided from these sources is absolutely accurate. Nevertheless, Xxxxx-Xxxxxxx and Associates, LLC has in place procedures designed These warranties shall run to ensure the maximum possible accuracy of the information reported and also procedures designed to respond promptly to claims of incorrect or inaccurate information in accordance with applicable law. Client understands that Xxxxx-Xxxxxxx and Associates, LLC, obtains the information in its reports from various third-party sources “AS IS” and, therefore, is providing the information to Client “AS IS”. XXXXX-XXXXXXX AND ASSOCIATES, LLC, MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE; XXXXX-XXXXXXX AND ASSOCIATES, LLC, EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. Client agrees to indemnify and hold harmless Xxxxx-Xxxxxxx and Associates, LLCBuyer, its successors and assigns, officersand Buyer’s customers. Further, directorsSeller will indemnify, employeesdefend and hold harmless Buyer, agents, vendorsits successors and assigns, and suppliers Buyer’s customers (collectively called “Indemnified Parties”) from any and all third-party such claims, actions or liabilities arising from or with respect to: (i) any breach by Client of this Agreement or the representationssuits, certifications or warranties made hereunderactions, (ii) Client’s violation of applicable laws or ordinances, and/or (iii) Client’s negligence, misconduct, recklessness, errors or omissions. Client understands that Xxxxx-Xxxxxxx and Associates, LLC is not a law firm and that any documents, communications or information received from Xxxxx-Xxxxxxx and Associates, LLC, regarding the obtainment or use of background screening reports is not to be considered legal counsel or legal opinion. Client agrees that it will consult with its own legal counsel regarding the acquisition and use of background screening information, including but not limited to, the legality of using or relying on reported information and the appropriate procedure for taking adverse action based upon a consumer report and/or investigative consumer report. Client also understands that sample forms or documents made available by Xxxxx-Xxxxxxx and Associates, LLC, to Clientawards, including, but not limited to, sample disclosure notices, written authorizations, and adverse action notices are offered solely as a courtesy and should not be construed as legal advice. Laws governing awards based on intentional infringement of patents known to Seller at the content time of such documents frequently change. Accordinglyinfringement, Client shall consult with counsel to make sure that it is using appropriate documents that comply with any exceeding actual damages and all applicable federal, state, and local laws. Use of Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes—including any process designed to obtain the consumer’s consent to the background check—is entirely optional. Therefore, if Client chooses to use Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes in part or whole, Client agrees that such documents/processes should be considered its own (not that of Xxxxx-Xxxxxxx and Associates, LLC), and that Client has consulted with its own legal counsel to the extent necessary regarding the use of such documents/processes. Client shall indemnify, defend, and hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its vendors and service providers, affiliates, and subsidiaries and their respective officers, directors, and employees from and against any and all damages, penalties, lossesattorneys’ fees and/or costs, liabilities, judgmentsdamages, settlements, awards, costs, costs and expenses (including reasonable attorneys’ fees (collectively called “Claims”) related to the actual or alleged infringement of any United States or foreign intellectual property right, and expenses) arising out of the manufacture, sale or in connection with any claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity (“Claims”), related to Client’s use of sample formsGoods by Indemnified Parties. Indemnified Parties will duly notify Seller of any such Claims; and Seller will, sample documentsat its own expense, or processes made available by Xxxxx-Xxxxxxx and Associates, LLCfully defend such Claims on behalf of Indemnified Parties.

Warranties and Indemnification. Xxxxx-Xxxxxxx VITEX and AssociatesHaemonetics each warrants and represents to the other that: it is a corporation duly organized, LLC assembles information from a variety validly existing, and in good standing under the laws of sourcesthe state in which it is incorporated; it has the right to enter into this Agreement; the execution, delivery, and performance of this Agreement have been authorized by all necessary corporate action and by all necessary parties; and the terms of this Agreement are not inconsistent with other contractual obligations, express or implied, existing or contemplated, which it may have or expects to have during the term of this Agreement, including databases maintained any existing or contemplated contractual obligations by consumer reporting agencies containing information from public recordsVITEX to Pall Corporation. VITEX and Haemonetics each further warrants and represents that the development efforts contemplated by this Agreement are not the subject of any third party licensing or consulting obligations; that each of its employees participating in the development efforts has executed an assignment to their respective employer of any and all right, other information repositoriestitle and interest such employee may have in any invention, discovery, or technology he/she, alone or jointly conceives, reduces to practice, or otherwise develops relating to and in the course of his/her employment by VITEX or Haemonetics; that it will comply with all applicable laws, rules and regulations. The parties agree and understand that the Phase 2/3 trials will involve human subjects in addition to in vitro research investigations. VITEX will defend, indemnify and hold Haemonetics, its directors, officers, employees, and third-party researchers. Client understands that these information sources and resources are not maintained by Xxxxx-Xxxxxxx and Associatesagents harmless from any cost, LLC. Thereforeexpense, Xxxxx-Xxxxxxx and Associatesor liability (including attorneys' fees) or claims of third parties, LLC cannot be a guarantor that the information provided from these sources is absolutely accurate. Neverthelessincluding any human subjects, Xxxxx-Xxxxxxx and Associates, LLC has in place procedures designed to ensure the maximum possible accuracy arising out of the information reported use of the Viral Inactivation Agent or out of any human subject studies during the development of the Viral Inactivation System, except to the extent caused by the negligence, gross negligence or willful misconduct of Haemonetics or others acting on behalf of Haemonetics. Following the sale of the viral inactivation system, including Haemonetics' Equipment and also procedures designed to respond promptly to Disposables, VITEX will defend, indemnify and hold Haemonetics, its directors, officers, employees, and agents harmless from any cost, expense, or liability (including attorneys' fees) or claims of incorrect third parties arising out of the use of the Viral Inactivation Agent, except to the extent caused by the negligence, gross negligence or inaccurate information in accordance willful misconduct of Haemonetics or others acting on behalf of Haemonetics, provided further that, to the extent the cost, expense, liability or third party claim is based on injury caused by physical contact with applicable lawthe Viral Inactivation Agent, then VITEX shall defend, indemnify and hold Haemonetics harmless irrespective of Haemonetics' negligence. Client understands that Xxxxx-Xxxxxxx Except as set forth above, Haemonetics shall defend, indemnify and Associateshold VITEX, LLCits directors, obtains officers, employees, and agents harmless from any cost, expense, or liability (including attorneys' fees) or claims of third parties, including any human subjects, arising out of a defect of the information in its reports from various third-party sources “AS IS” andCell Washing System, thereforeexcept to the extent caused by the negligence, is providing gross negligence or willful misconduct of VITEX, the information to Client “AS IS”Naval Blood Research Laboratory when acting for VITEX, or others acting on behalf of VITEX. XXXXX-XXXXXXX AND ASSOCIATES, LLC, MAKES NO REPRESENTATION OR WARRANTY WHATSOEVEREACH PARTY HEREBY DISCLAIMS ALL FURTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE PURPOSE, AND NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. ANY REMEDIES SET FORTH HEREIN ARE EXCLUSIVE AND IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING TO ANY PARTY CLAIMING THROUGH IT FOR CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR A COURSE OF PERFORMANCE; XXXXX-XXXXXXX AND ASSOCIATES, LLC, EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. Client agrees to indemnify and hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its successors and assigns, officers, directors, employees, agents, vendors, and suppliers from any and all third-party claims, actions or liabilities arising from or with respect to: (i) any breach by Client of this Agreement or the representations, certifications or warranties made hereunder, (ii) Client’s violation of applicable laws or ordinances, and/or (iii) Client’s negligence, misconduct, recklessness, errors or omissions. Client understands that Xxxxx-Xxxxxxx and Associates, LLC is not a law firm and that any documents, communications or information received from Xxxxx-Xxxxxxx and Associates, LLC, regarding the obtainment or use of background screening reports is not to be considered legal counsel or legal opinion. Client agrees that it will consult with its own legal counsel regarding the acquisition and use of background screening information, including but not limited to, the legality of using or relying on reported information and the appropriate procedure for taking adverse action based upon a consumer report and/or investigative consumer report. Client also understands that sample forms or documents made available by Xxxxx-Xxxxxxx and Associates, LLC, to Client, including, but not limited to, sample disclosure notices, written authorizations, and adverse action notices are offered solely as a courtesy and should not be construed as legal advice. Laws governing the content of such documents frequently change. Accordingly, Client shall consult with counsel to make sure that it is using appropriate documents that comply with any and all applicable federal, state, and local laws. Use of Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes—including any process designed to obtain the consumer’s consent to the background check—is entirely optional. Therefore, if Client chooses to use Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes in part or whole, Client agrees that such documents/processes should be considered its own (not that of Xxxxx-Xxxxxxx and Associates, LLC), and that Client has consulted with its own legal counsel to the extent necessary regarding the use of such documents/processes. Client shall indemnify, defend, and hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its vendors and service providers, affiliates, and subsidiaries and their respective officers, directors, and employees from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity (“Claims”), related to Client’s use of sample forms, sample documents, or processes made available by Xxxxx-Xxxxxxx and Associates, LLCPUNITIVE DAMAGES.

Warranties and Indemnification. Xxxxx-Xxxxxxx Each party represents and Associates, LLC assembles information from a variety of sources, including databases maintained by consumer reporting agencies containing information from public records, other information repositories, warrants that it has the full power and third-party researchers. Client understands that these information sources authority to enter into and resources are not maintained by Xxxxx-Xxxxxxx and Associates, LLC. Therefore, Xxxxx-Xxxxxxx and Associates, LLC cannot be a guarantor that the information provided from these sources is absolutely accurate. Nevertheless, Xxxxx-Xxxxxxx and Associates, LLC has in place procedures designed to ensure the maximum possible accuracy of the information reported and also procedures designed to respond promptly to claims of incorrect or inaccurate information perform its obligations in accordance with applicable lawthis Agreement. Client understands You expressly acknowledge and agree that Xxxxx-Xxxxxxx You had the opportunity to thoroughly test the Software, its functionality and Associatesusability by means of the Trial License which is available free of charge. Anyline warrants that for the term of this Agreement (i) the Software and Services will operate materially in accordance with the latest Product Specifications (latest Software version) and will be performed with reasonable skill and ability and in accordance with good industry standards, LLC, obtains and (ii) the functionality or security of the Software and Services will not be materially reduced. You shall notify Anyline without undue delay in writing to xxxxxxx@xxxxxxx.xxx if You deem a breach of warranties occurred and provide all the information in that may be reasonably required to resolve any defect. Anyline may at its reports from various third-party sources sole discretion either improve or replace the affected Software or Services. If at Anyline’s sole discretion the improvement or replacement of the Software or Services is impossible or economically unreasonable, Anyline will reduce and refund any prepaid fees covering the remainder of the Initial Term or Renewal Term, as the case may be, for the affected Software or Services and reduce or terminate Your right and license to use the Software or Services for which You have received the refund. The warranty period shall expire 6 months after delivery of the Software or Service. Any assumption of deficiency under Section 924 of the Austrian Civil Code [ABGB] is expressly excluded. UNLESS SEPARATELY STATED IN A WRITTEN EXPRESS LIMITED WARRANTY, ALL SOFTWARE AND DOCUMENTATION PROVIDED BY ANYLINE, ITS SUPPLIERS OR LICENSORS IS PROVIDED “AS IS” and, therefore, is providing the information to Client AND ON AN “AS IS”. XXXXX-XXXXXXX AND ASSOCIATESAVAILABLE” BASIS, LLCWITHOUT WARRANTIES OF ANY KIND, MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, ANYLINE DISCLAIMS ALL WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANLIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY, LACK OF VIRUSES, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS OR OTHER VIOLATION OF RIGHTS. ANYLINE DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. THE SOFTWARE DOES NOT GUARANTEE FLAWLESS OPTICAL CHARACTER RECOGNITION OF 100% ACCURACY BUT PROVIDES A "MOST ACCURATE SUGGESTION" RESULT OF OPTICAL CHARACTER RECOGNITION. TO THE EXTENT THAT THE SOFTWARE INCLUDES EMULATION LIBRARIES, SUCH EMULATION LIBRARIES DO NOT WORK 100% CORRECTLY OR COVER 100% OF THE FUNCTIONALITY BEING EMULATED, ARE OFFERED “AS IS” AND WITH ALL FAULTS, AND ALL THE DISCLAIMERS AND LIMITATIONS CONTAINED IN THIS AGREEMENT APPLY TO SUCH EMULATION LIBRARIES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES ARISING WARRANTIES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ANYLINE OR ITS AFFILIATES SHALL BE DEEMED TO ALTER THIS DISCLAIMER BY ANYLINE OF WARRANTY REGARDING THE COURSE SOFTWARE, OR TO CREATE ANY WARRANTY OF DEALING ANY SORT FROM ANYLINE. CERTAIN THIRD-PARTY APPLICATIONS MAY BE INCLUDED WITH OR DOWNLOADED WITH THE SOFTWARE ESPECIALLY FOR THE USE-CASES BARCODE (BAR) AND FACE DETECTION (FAU). ANYLINE MAKES NO REPRESENTATIONS WHATSOEVER ABOUT ANY OF THESE APPLICATIONS. SINCE ANYLINE HAS NO CONTROL OVER SUCH APPLICATIONS, YOU ACKNOWLEDGES AND AGREES THAT ANYLINE IS NOT RESPONSIBLE FOR SUCH APPLICATIONS. YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THIRD-PARTY APPLICATIONS IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK OF UNSATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. YOU AGREES THAT ANYLINE SHALL NOT BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY DAMAGE OR LOSS, INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO OR LOSS OF DATA, CAUSED OR ALLEGED TO BE CAUSED BY, OR IN CONNECTION WITH, USE OF OR RELIANCE ON ANY SUCH THIRD-PARTY CONTENT, PRODUCTS, OR SERVICES AVAILABLE ON OR THROUGH ANY SUCH APPLICATION. YOU ACKNOWLEDGE AND AGREE THAT THE USE OF ANY THIRD-PARTY APPLICATION IS GOVERNED BY SUCH THIRD-PARTY APPLICATION PROVIDER'S TERMS OF USE, LICENSE AGREEMENT, PRIVACY POLICY, OR OTHER SUCH AGREEMENT AND THAT ANY INFORMATION OR PERSONAL DATA YOU PROVIDE, WHETHER KNOWINGLY OR UNKNOWINGLY, TO SUCH THIRD-PARTY APPLICATION PROVIDER, WILL BE SUBJECT TO SUCH THIRD-PARTY APPLICATION PROVIDER'S PRIVACY POLICY, IF SUCH A COURSE POLICY EXISTS. ANYLINE DISCLAIMS ANY RESPONSIBILITY FOR ANY DISCLOSURE OF PERFORMANCE; XXXXXINFORMATION OR ANY OTHER PRACTICES OF ANY THIRD-XXXXXXX AND ASSOCIATES, LLC, PARTY APPLICATION PROVIDER. ANYLINE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTY REGARDING WHETHER YOUR, YOUR CUSTOMERS’ OR END USERS’ PERSONAL INFORMATION IS CAPTURED BY ANY THIRD-PARTY APPLICATION PROVIDER OR THE USE TO WHICH SUCH REPRESENTATIONS AND WARRANTIESPERSONAL INFORMATION MAY BE PUT BY SUCH THIRD-PARTY APPLICATION PROVIDER. Client agrees Warranties, if any, mentioned in this section shall not apply if a defect or an infringement of (protective) rights of third parties was caused by conduct of the Customer, its customers or end users beyond the contractual use or the unauthorized modification or processing of the Software or Services by the Customer. The burden of proof for this lies with the Customer. You agree to defend, at Your expense, indemnify and hold harmless Xxxxx-Xxxxxxx and Associates, LLCAnyline, its successors and assigns, officers, directors, employees, agentssuppliers and licensors, vendors, from and suppliers from any and against all third-party claims, actions or liabilities arising from or with respect to: (i) any breach by Client of this Agreement or the representationssuits, certifications or warranties made hereunder, (ii) Client’s violation of applicable laws or ordinances, and/or (iii) Client’s negligence, misconduct, recklessness, errors or omissions. Client understands that Xxxxx-Xxxxxxx and Associates, LLC is not a law firm and that any documents, communications or information received from Xxxxx-Xxxxxxx and Associates, LLC, regarding the obtainment or use of background screening reports is not to be considered legal counsel or legal opinion. Client agrees that it will consult with its own legal counsel regarding the acquisition and use of background screening information, including but not limited to, the legality of using or relying on reported information and the appropriate procedure for taking adverse action based upon a consumer report and/or investigative consumer report. Client also understands that sample forms or documents made available by Xxxxx-Xxxxxxx and Associates, LLC, to Client, including, but not limited to, sample disclosure notices, written authorizations, and adverse action notices are offered solely as a courtesy and should not be construed as legal advice. Laws governing the content of such documents frequently change. Accordingly, Client shall consult with counsel to make sure that it is using appropriate documents that comply with any and all applicable federal, state, and local laws. Use of Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes—including any process designed to obtain the consumer’s consent to the background check—is entirely optional. Therefore, if Client chooses to use Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes in part or whole, Client agrees that such documents/processes should be considered its own (not that of Xxxxx-Xxxxxxx and Associates, LLC), and that Client has consulted with its own legal counsel to the extent necessary regarding the use of such documents/processes. Client shall indemnify, defend, and hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its vendors and service providers, affiliates, and subsidiaries and their respective officers, directors, and employees from and against any and all damages, penalties, losses, liabilities, judgmentsor expenses of any kind, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and expensesattorney's fees, involving injury or death, damage to property, infringement by You of a third party’s intellectual property rights or failure of Your Application to obtain all required regulatory approvals. You shall have no liability to Anyline to the extent that a claim is based on the Software or Services infringing third party intellectual property rights. Limitation of Liability ANYLINE SHALL ONLY BE LIABLE FOR ANY DAMAGE CAUSED BY INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE. ANY LIABILITY FOR DAMAGE CAUSED BY SLIGHT NEGLIGENCE IS EXPRESSLY EXCLUDED. NO PARTY SHALL BE LIABLE FOR ANY INDIRECT DAMAGE, LOST PROFIT, CONSEQUENTIAL DAMAGE AND NON- MATERIAL DAMAGE OF ANY KIND. WITH RESPECT TO THE USE-CASE BARCODE (BAR) arising out of or in connection with any claimsANYLINE WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE SOFTWARE OR ANY THIRD-PARTY APPLICATION, assertionsITS CONTENT OR FUNCTIONALITY, demandsINCLUDING BUT NOT LIMITED TO DAMAGES CAUSED BY OR RELATED TO ERRORS, causes of actionOMISSIONS, suitsINTERRUPTIONS, proceedings or other actionsDEFECTS, whether at law or in equity DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FAILURE TO CONNECT, NETWORK CHARGES, IN-APP PURCHASES, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES EVEN IF ANYLINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. ANY CLAIM AGAINST ANYLINE ARISING FROM THIS AGREEMENT SHALL BE ASSERTED (“Claims”)I) WITHIN 6 MONTHS FROM THE MOMENT YOU BECAME AWARE OF A DAMAGE, related to Client’s use of sample formsOTHERWISE THE CLAIM SHALL BE FORFEITED; AND (II) ONLY AGAINST ANYLINE, sample documentsEXCLUDING ANY PERSONAL LIABILITY OF ALL REPRESENTATIVES, or processes made available by XxxxxEMPLOYEES AND SUB-Xxxxxxx and AssociatesCONTRACTORS OF ANYLINE. IRRESPECTIVE OF THE LEGAL GROUND OF ANY CLAIM, LLCANYLINE’S LIABILITY HEREUNDER SHALL NOT EXCEED THE SUM OF TOTAL PAYMENTS RECEIVED BY ANYLINE IN 12 MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE.

Warranties and Indemnification. Xxxxx-Xxxxxxx The University and Associates, LLC assembles information from a variety of sources, including databases maintained by consumer reporting agencies containing information from public records, other information repositories, and third-party researchers. Client understands that these information sources and resources are not maintained by Xxxxx-Xxxxxxx and Associates, LLC. Therefore, Xxxxx-Xxxxxxx and Associates, LLC cannot be a guarantor Sponsor disclaim any guaranty that the information provided from these sources is absolutely accurateResearch Program shall be successful, in whole or in part. NeverthelessTHE UNIVERSITY AND SPONSOR EXPRESSLY DISCLAIM ANY WARRANTIES OR CONDITIONS, Xxxxx-Xxxxxxx and AssociatesEXPRESS, LLC has in place procedures designed to ensure the maximum possible accuracy of the information reported and also procedures designed to respond promptly to claims of incorrect or inaccurate information in accordance with applicable law. Client understands that Xxxxx-Xxxxxxx and Associates, LLC, obtains the information in its reports from various third-party sources “AS IS” and, therefore, is providing the information to Client “AS IS”. XXXXX-XXXXXXX AND ASSOCIATES, LLC, MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDINGSTATUTORY OR OTHERWISE, WITH RESPECT TO THE RESEARCH PROGRAM, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY THE MARKETABILITY, USE OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE RESEARCH RESULTS DEVELOPED UNDER THE RESEARCH PROGRAM, OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE; XXXXX-XXXXXXX AND ASSOCIATES, LLC, EXPRESSLY DISCLAIMS THAT SUCH RESULTS DO NOT INFRINGE UPON ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIESTHIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS. Client Sponsor agrees to indemnify and hold harmless Xxxxx-Xxxxxxx the University and Associates, LLC, its successors employees and assigns, officers, directors, employees, agents, vendors, and suppliers from any and all third-party claims, actions or liabilities arising from or with respect to: (i) any breach by Client of this Agreement or the representations, certifications or warranties made hereunder, (ii) Client’s violation of applicable laws or ordinances, and/or (iii) Client’s negligence, misconduct, recklessness, errors or omissions. Client understands that Xxxxx-Xxxxxxx and Associates, LLC is not a law firm and that any documents, communications or information received from Xxxxx-Xxxxxxx and Associates, LLC, regarding the obtainment or use of background screening reports is not to be considered legal counsel or legal opinion. Client agrees that it will consult with its own legal counsel regarding the acquisition and use of background screening information, including but not limited to, the legality of using or relying on reported information and the appropriate procedure for taking adverse action based upon a consumer report and/or investigative consumer report. Client also understands that sample forms or documents made available by Xxxxx-Xxxxxxx and Associates, LLC, to Client, including, but not limited to, sample disclosure notices, written authorizations, and adverse action notices are offered solely as a courtesy and should not be construed as legal advice. Laws governing the content of such documents frequently change. Accordingly, Client shall consult with counsel to make sure that it is using appropriate documents that comply with any and all applicable federal, state, and local laws. Use of Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes—including any process designed to obtain the consumer’s consent to the background check—is entirely optional. Therefore, if Client chooses to use Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes in part or whole, Client agrees that such documents/processes should be considered its own (not that of Xxxxx-Xxxxxxx and Associates, LLC), and that Client has consulted with its own legal counsel to the extent necessary regarding the use of such documents/processes. Client shall indemnify, defend, and hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its vendors and service providers, affiliates, and subsidiaries and their respective officers, directors, and employees from and agents against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, damages and expenses (expenses, including reasonable reasonably attorneys’ fees fees, arising from any claim, damages and expenses) liabilities asserted by third parties arising out of or in connection with any claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity (“Claims”), related to Clientfrom Sponsor’s use of sample formsthe research results from the Research Program, sample documentsexcept to the extent that the same is caused by any negligent or willful act or omission by or on behalf of the University. The University agrees to be responsible for any and all costs, damages and expenses, including reasonably attorneys’ fees, arising from any misrepresentation or processes made available breach by Xxxxx-Xxxxxxx and AssociatesUniversity of any of its covenants hereunder or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, LLCMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. the performance of any of its obligations under this Agreement, except to the extent that the same, is caused by any negligent or willful act or omission by or on behalf of the Sponsor. Notwithstanding anything to the contrary in the foregoing, neither party assumes any responsibility or liability for the nature, conduct or results of any research, testing or other work performed by the other party on such party’s premises.

Warranties and Indemnification. Xxxxx-Xxxxxxx and Associates, LLC assembles information from a variety of many sources, including databases maintained by consumer reporting agencies containing information from public records, other information repositories, and third-party researchers. Client understands that these information sources and resources are not maintained by Xxxxx-Xxxxxxx and Associates, LLC. Therefore, Xxxxx-Xxxxxxx and Associates, LLC cannot be a guarantor that the information provided from these sources is absolutely accurateaccurate or current. Nevertheless, Xxxxx-Xxxxxxx and Associates, LLC has in place procedures designed to ensure the maximum possible accuracy of the information reported and also procedures designed to respond promptly to claims of incorrect or inaccurate information in accordance with applicable law. Client understands that Xxxxx-Xxxxxxx and Associates, LLC, LLC obtains the information in its reports from various third-third party sources “AS IS” and, therefore, is providing the information to Client “AS IS”. XXXXXXxxxx-XXXXXXX AND ASSOCIATESXxxxxxx and Associates, LLCLLC makes no representation or warranty whatsoever, MAKES NO REPRESENTATION OR WARRANTY WHATSOEVERexpress or implied, EXPRESS OR IMPLIEDincluding but not limited to, INCLUDINGimplied warranties of merchantability or fitness for particular purpose or implied warranties arising from the course of dealing or a course of performance with respect to the accuracy, BUT NOT LIMITED TOvalidity or completeness of any information and/or consumer reports, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCEthat the reports will meet Client’s needs or will be provided on an uninterrupted basis; XXXXXXxxxx-XXXXXXX AND ASSOCIATESXxxxxxx and Associates, LLC, EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIESLLC expressly disclaims any and all such representations and warranties. Client agrees to indemnify indemnify, defend, and hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its successors and assigns, officers, directors, employees, agents, vendors, and suppliers from any and all third-party claims, actions or liabilities arising from or with respect to: (i) any breach by Client of this Agreement or the representations, certifications or warranties made hereunder, (ii) Client’s violation of applicable laws or ordinances, and/or (iii) Client’s negligence, misconduct, recklessness, errors or omissions. Client understands that Xxxxx-Xxxxxxx and Associates, LLC is not a law firm and that any documents, communications or information received from Xxxxx-Xxxxxxx and Associates, LLC, regarding the obtainment or use of background screening reports is not to be considered legal counsel or legal opinion. Client agrees that it will consult with its own legal counsel regarding the acquisition and use of background screening information, including but not limited to, the legality of using or relying on reported information and the appropriate procedure for taking adverse action based upon a consumer report and/or investigative consumer report. Client also understands that sample forms or documents made available by Xxxxx-Xxxxxxx and Associates, LLC, to Client, including, but not limited to, sample disclosure notices, written authorizations, and adverse action notices are offered solely as a courtesy and should not be construed as legal advice. Laws governing the content of such documents frequently change. Accordingly, Client shall consult with counsel to make sure that it is using appropriate documents that comply with any and all applicable federal, state, and local laws. Use of Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes—including any process designed to obtain the consumer’s consent to the background check—is entirely optional. Therefore, if Client chooses to use Xxxxx-Xxxxxxx and Associates, LLC’s sample documents or processes in part or whole, Client agrees that such documents/processes should be considered its own (not that of Xxxxx-Xxxxxxx and Associates, LLC), and that Client has consulted with its own legal counsel to the extent necessary regarding the use of such documents/processes. Client shall indemnify, defend, and hold harmless Xxxxx-Xxxxxxx and Associates, LLC, its vendors and service providers, affiliates, and subsidiaries and their respective officers, directors, and employees from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity (“Claims”), related to Client’s use of sample forms, sample documents, or processes made available by Xxxxx-Xxxxxxx and Associates, LLC.or