Common use of Internet Disclaimer Clause in Contracts

Internet Disclaimer. BOTH PARTIES EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INTERNET IS A NETWORK OF PRIVATE AND PUBLIC NETWORKS AND THAT (I) THE INTERNET IS NOT A SECURE INFRASTRUCTURE, (II) NEITHER PARTY HAS CONTROL OVER THE INTERNET, AND (III) NEITHER PARTY IS LIABLE FOR DAMAGES UNDER ANY THEORY OF LAW RELATED TO THE DISCONTINUANCE OF OPERATION OF ANY PORTION OF THE INTERNET OR POSSIBLE REGULATION OF THE INTERNET THAT MIGHT RESTRICT OR PROHIBIT THE OPERATION OF THE SERVICES. Section 8. Indemnity 8.1 By StarTex. StarTex will defend, indemnify and hold Customer, Customer Affiliates, and each of their respective directors, officers, employees, contractors, agents, successors and assigns (each, a “Customer Indemnitee”) harmless from and against any and all actual or threatened third party claims, suits, actions or proceedings, including all related damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including but not limited to reasonable attorneys’ fees) (collectively, “Claims”) incurred by a Customer Indemnitee arising out of or relating to: (a) a claim that Customer, a permitted Customer Affiliate or a User’s use of the Services or Documentation as permitted hereunder and in accordance with the Documentation infringes or misappropriates the Intellectual Property Rights of a third party; (b) StarTex’s or StarTex’s Affiliates’ gross negligence or willful misconduct; (c) any violation of any applicable Law in connection with the Services by StarTex or a StarTex Affiliate; or (d) StarTex’s or StarTex Affiliates’ inclusion of any Malicious Code in the Services or Customer Data. Notwithstanding the foregoing, StarTex shall have no such indemnification obligation with respect to claims of actual or alleged infringement or misappropriation of a third party’s Intellectual Property Rights in connection with Customer’s use of StarTex’s Services, to the extent such infringement or misappropriation: (i) relates to the use of StarTex’s Services in combination with other software, data products, processes, or materials not provided by StarTex (including, without limitation, Customer Data); (ii) arises from or relates to modifications to the Services not made or authorized by StarTex; (iii) arises from or relates to modifications to the Services undertaken by StarTex at Customer’s specific direction; (iv) arises from or relates to Customer’s use of StarTex’s Services not in accordance with this Agreement; or (v) where Customer continues any activity or use constituting or contributing to the infringement or misappropriation after written notification thereof. If StarTex’s right to provide the Services is enjoined, or in StarTex’s opinion is likely to be enjoined, StarTex may, at its election and expense, either: (a) replace or modify the Services so that they no longer infringe or misappropriate, without breaching any warranties made in Section 7.1 above; (b) obtain a license for Customer to continue to use the Services in accordance with this Agreement; or (c) immediately terminate this Agreement and any Order Form then in effect, and refund a pro-rata portion of Fees already paid by Customer for Services yet to be provided.