Common use of Digital Assets Clause in Contracts

Digital Assets. 3.1 Digital Asset(s). (a) The Platform can be used to distribute any software and other digital resources to which the Customer has rights. (b) If the Customer wishes to use a Digital Asset(s) that is not already available through the Platform or from a source with which Kivuto does not already interact, the Customer shall be responsible for identifying the resource and delivering it to Kivuto in the proper format and free of any viruses, Trojan horses, trap doors, worms, or any other malicious computer programming routines that might destroy, modify, alter, or cause the destruction, modification or alteration, in whole or in part, of the Platform. Kivuto will assist the Customer in this process to a reasonable extent, as determined by Kivuto. (c) Each distribution and return through the Platform will count as a Transaction on the Platform including the provisioning of an Authorized End User into a Portal. Prior to distribution, Digital Assets must be ingested into the Kivuto system, however all Digital Assets will remain the property of the Customer. In the case of cloud management, Kivuto will require an integration built into the Portal being managed as there may be portals currently without integrations. Additionally, Digital Assets will only be distributed to the Customer’s Authorized End Users. (d) Kivuto takes no responsibility for any Digital Asset or Digital Content created, accessible or delivered on or through the Platform. Kivuto does not manage, monitor or exercise any editorial control over such Digital Assets or Digital Content. Customer is solely responsible for (i) any Digital Assets published or made available through the Platform; ii) compliance with all terms and conditions with third parties with respect to such Digital Assets including but not limited to payment of royalties or fees, confidentiality obligations and intellectual property; and (iii) compliance with all laws applicable to the publication and distribution of such Digital Assets. For the sake of clarity, the parties acknowledge that: (a) Authorized End Users are subject to Kivuto’s Term of Use, which must be accepted by Authorized End Users prior to their use of the Platform, and (b) the Terms of Use set forth the terms and conditions of use of the Platform, including restrictions regarding Digital Content. (e) Customer shall not use the Platform to transmit, distribute or store material that is inappropriate as reasonably determined by Kivuto, or material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, indecent, offensive, vulgar, obscene, libelous, invasive of another’s privacy, hateful, discriminatory, or racially, ethnically or otherwise objectionable. Customer shall ensure that its and its use of the Platform and all Digital Assets transmitted, distributed or stored on the Platform do not violate any applicable domestic or foreign laws or regulations including but not limited to laws relating to digital content distribution, encryption or export or any rights of any third party. If Customer becomes aware of any Digital Content that is illegal, defamatory, libelous, indecent, obscene, pornographic or inconsistent with generally accepted practices, Customer shall notify Kivuto as soon as reasonably practicable. (f) Customer shall defend, indemnify and hold harmless Kivuto, its parent, subsidiaries and affiliates, and their respective officers, directors, employees and agents from and against any and all third-party claims, actions, proceedings, damages and expenses (including reasonable attorneys’ fees) arising out of or related to any third party claim: (i) that Digital Asset(s) infringes a patent or copyright, (ii) arising from Kivuto’s blocking access to Customer’s Webstore, as instructed by Customer pursuant to subsection 2.4 of this Agreement; or (iii) associated with Customer’s business operations, contractual obligations with third parties or Digital Asset(s) that gave rise to the claim, except to the degree that Kivuto’s acts or omissions contributed to the damages.

Digital Assets. 3.1 Digital Asset(s). (a) The Platform can be used to distribute any software and other digital resources to which the Customer has rights. (b) If the Customer wishes to use a Digital Asset(s) that is not already available through the Platform or from a source with which Kivuto does not already interact, the Customer shall be responsible for identifying the resource and delivering it to Kivuto in the proper format and free of any viruses, Trojan horses, trap doors, worms, worms or any other malicious computer programming routines that might destroy, modify, alter, or cause the destruction, modification or alteration, in whole or in part, of the Platform. Kivuto will assist the Customer in this process to a reasonable extent, as determined by Kivuto. (c) Each distribution and return through the Platform will count as a Transaction on the Platform including the provisioning of an Authorized End User into a Portal. Prior to distribution, Digital Assets must be ingested into the Kivuto system, however all Digital Assets will remain the property of the Customer. In the case of cloud management, Kivuto will require an integration built into the Portal being managed as there may be portals currently without integrations. Additionally, Digital Assets will only be distributed to the Customer’s Authorized End Users. (d) Kivuto takes no responsibility for any Digital Asset or Digital Content created, accessible or delivered on or through the Platform. Kivuto does not manage, monitor or exercise any editorial control over such Digital Assets or Digital Content. Customer is solely responsible for (i) any Digital Assets published or made available through the Platform; ii) compliance with all terms and conditions with third parties with respect to such Digital Assets including but not limited to payment of royalties or fees, confidentiality obligations and intellectual property; and (iii) compliance with all laws applicable to the publication and distribution of such Digital Assets. For the sake of clarity, the parties acknowledge that: (a) Authorized End Users are subject to Kivuto’s Term of Use, which must be accepted by Authorized End Users prior to their use of the Platform, and (b) the Terms of Use set forth the terms and conditions of use of the Platform, including restrictions regarding Digital Content. (e) Customer shall not use the Platform to transmit, distribute or store material that is inappropriate as reasonably determined by Kivuto, or material that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, indecent, offensive, vulgar, obscene, libelous, invasive of another’s privacy, hateful, discriminatory, or racially, ethnically or otherwise objectionable. Customer shall ensure that its and its use of the Platform and all Digital Assets transmitted, distributed or stored on the Platform do not violate any applicable domestic or foreign laws or regulations including but not limited to laws relating to digital content distribution, encryption or export or any rights of any third party. If Customer becomes aware of any Digital Content that is illegal, defamatory, libelous, indecent, obscene, pornographic or inconsistent with generally accepted practices, Customer shall notify Kivuto as soon as reasonably practicable. (f) Customer shall defend, indemnify and hold harmless Kivuto, its parent, subsidiaries and affiliates, and their respective officers, directors, employees and agents from and against any and all third-party claims, actions, proceedings, damages and expenses (including reasonable attorneys’ fees) arising out of or related to any third party claim: (i) that Digital Asset(s) infringes a patent or copyright, (ii) arising from Kivuto’s blocking access to Customer’s Webstore, as instructed by Customer pursuant to subsection 2.4 of this Agreement; or (iii) associated with Customer’s business operations, contractual obligations with third parties or Digital Asset(s) that gave rise to the claim, except to the degree that Kivuto’s acts or omissions contributed to the damages.