Common use of Representations Warranties and Disclaimers Clause in Contracts

Representations Warranties and Disclaimers. Each Party represents and warrants as of the Effective Date that it has the authority and is appropriately authorized to enter into this Agreement and to perform its obligations under this Agreement free of any restrictions or encumbrances. Recipient understands and acknowledges that the CUSL Materials are experimental in nature and may have unknown characteristics. All the CUSL Materials are being provided on an “as is” basis with no warranties of any kind, express or implied, with respect thereto, and CUSL hereby expressly disclaims the applicability of any express or implied warranties of merchantability, fitness for a particular purposes, or non-infringement of third party intellectual property rights. CUSL cannot be held liable if the CUSL Materials cannot offer the needed quality to conduct the Research. Recipient understands and acknowledges that CUSL cannot insure the quantity of the CUSL Materials needed for the Research. CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and for any use, handling or storage of the CUSL Materials (and any Derivatives) in connection therewith. Under no circumstances will CUSL have any liability or responsibility for, and Recipient shall indemnify and hold CUSL harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever arising from or in connection with any use, handling or storage of the CUSL Materials and/or Derivatives by or on behalf of the Recipient, except in case of negligence, non-compliance to Protocol or this Agreement by CUSL or in case of improper performance of its professional duties by CUSL team involved in the Research. The Recipient shall be responsible for and liable hereunder with respect to any breach of this Agreement which is caused by the actions of its Representatives . Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____) as of the Effective Date. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon written notice with immediate effect, if at any time the other Party breaches any terms of this Agreement. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon sixty (60) days prior written notice. In case an event prevents pursuing this Agreement, the Parties will agree on termination terms. The provisions of this Agreement 3, 4, 5 and 6, shall survive the termination of this Agreement Recipient’s right to use the CUSL Materials or related Data and Confidential Information shall expire upon the expiration or earlier termination of this Agreement pursuant to Section 2.14 of this Agreement. General provisions

Representations Warranties and Disclaimers. Each Party represents and warrants as of the Effective Date that it has the authority and is appropriately authorized to enter into this Agreement and to perform its obligations under this Agreement free of any restrictions or encumbrances. Recipient understands and acknowledges that the CUSL Materials are experimental in nature and may have unknown characteristics. All the CUSL Materials CUSLl materials are being provided on an “as as-is” basis with no warranties of any kind, express or implied, with respect thereto, and the CUSL hereby expressly disclaims the applicability of any express or implied warranties of merchantability, fitness for a particular purposes, or non-infringement of third party intellectual property rights. The CUSL cannot be held liable if the CUSL Materials materials cannot offer the needed quality to conduct the Researchresearch. Recipient understands and acknowledges that the CUSL cannot insure the quantity of the CUSL Materials needed for the Research. The CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and for any use, handling or storage of the CUSL Materials (and any Derivatives) in connection therewith. Under no circumstances will the CUSL have any liability or responsibility for, and Recipient shall indemnify and hold the CUSL and its Affiliates harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever arising from or in connection with any use, handling or storage of the CUSL Materials and/or Derivatives by or on behalf of the Recipient, except in case of negligence, non-compliance to Protocol or this Agreement by CUSL or in case of improper performance of its professional duties by CUSL team involved in the Research. The Recipient shall be responsible for and liable hereunder with respect to any breach of this Agreement which is caused by the actions of its Representatives and/or other personnel control having access to the CUSL Materials and/or Derivatives. Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____() as of the Effective Date. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon written notice with immediate effect, if at any time the other Party breaches any terms of this Agreement. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon sixty (60) days prior written notice. In case an event prevents pursuing this Agreement, the Parties will agree on termination terms. The provisions of this Agreement 3, 4, 5 and 6, shall survive the termination of this Agreement Recipient’s right to use the CUSL Materials or related Data and Confidential Information shall expire upon the expiration or earlier termination of this Agreement pursuant to Section 2.14 of this Agreement. General provisions

Representations Warranties and Disclaimers. Each Party Sponsor hereby represents and warrants as of the Effective Date to Imagitas that it Sponsor has the authority and is appropriately authorized full power to enter into this Agreement Agreement; that all corporate actions and approvals have been taken which are necessary to perform its obligations under make this Agreement free a binding and enforceable obligation of Sponsor; and that Sponsor's execution, delivery and performance of this Agreement is not in conflict with, and will not cause an event of default under, any agreement or instrument to which Sponsor is bound. Sponsor further represents and warrants that any materials or data that Sponsor provides to Imagitas for inclusion in the advertising space purchased by Sponsor shall be material that Sponsor has the full right to publish/include and have published/included in the MG, and Imagitas' publishing of such material shall not constitute an infringement of any restrictions other party's personal or encumbrancesproprietary rights, including, but not limited to, any rights under patent, copyright and trademark laws and any rights of privacy or publicity. Recipient understands and acknowledges that No materials provided by Sponsor for inclusion in the CUSL Materials are experimental MG shall be in nature and may have unknown characteristics. All the CUSL Materials are being provided on an “as is” basis with no warranties violation of any kindlaw, rule or regulation. To the extent that any Sponsor materials are factual in nature, such materials will be factually accurate; to the extent that Sponsor makes any promises or representations in its materials, Sponsor will fully perform such promises and representations. Imagitas hereby represents and warrants to Sponsor that Imagitas has the full power to enter into this Agreement; that all corporate actions and approvals have been taken which are necessary to make this Agreement a binding and enforceable obligation of Imagitas; that by entering into this Agreement Imagitas is not in default of any obligation to any third party; and that Imagitas' execution, delivery and performance of this Agreement is not in conflict with, and will not cause an event of default under any agreement or instrument to which Imagitas is bound. Imagitas further represents and warrants that it has an agreement with the USPS pursuant to which Imagitas has the right to administer the MG program as set forth in this Agreement. Unless otherwise explicitly stated in this Agreement, Imagitas disclaims all warranties, whether express or implied, written or oral, with respect theretoto any goods or services to be provided hereunder or any component or part thereof, and CUSL hereby expressly disclaims the applicability including any implied warranty of any express merchantability or implied warranties of merchantability, fitness for a particular purposes, or non-infringement of third party intellectual property rights. CUSL cannot be held liable if the CUSL Materials cannot offer the needed quality to conduct the Research. Recipient understands and acknowledges that CUSL cannot insure the quantity of the CUSL Materials needed for the Research. CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and for any use, handling or storage of the CUSL Materials (and any Derivatives) in connection therewith. Under no circumstances will CUSL have any liability or responsibility for, and Recipient shall indemnify and hold CUSL harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever arising from or in connection with any use, handling or storage of the CUSL Materials and/or Derivatives by or on behalf of the Recipient, except in case of negligence, non-compliance to Protocol or this Agreement by CUSL or in case of improper performance of its professional duties by CUSL team involved in the Research. The Recipient shall be responsible for and liable hereunder with respect to any breach of this Agreement which is caused by the actions of its Representatives . Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____) as of the Effective Date. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon written notice with immediate effect, if at any time the other Party breaches any terms of this Agreement. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon sixty (60) days prior written notice. In case an event prevents pursuing this Agreement, the Parties will agree on termination terms. The provisions of this Agreement 3, 4, 5 and 6, shall survive the termination of this Agreement Recipient’s right to use the CUSL Materials or related Data and Confidential Information shall expire upon the expiration or earlier termination of this Agreement pursuant to Section 2.14 of this Agreement. General provisionspurpose.

Representations Warranties and Disclaimers. Each Party represents and warrants as of the Effective Date that it has the authority and is appropriately authorized to enter into this Agreement and to perform its obligations under this Agreement free of any restrictions or encumbrances. Recipient understands and acknowledges that the CUSL Materials are experimental in nature and may have unknown characteristics. All the CUSL Materials are being provided on an “as is” basis with no warranties of any kind, express or implied, with respect thereto, and CUSL hereby expressly disclaims the applicability of any express or implied warranties of merchantability, fitness for a particular purposes, or non-infringement of third party intellectual property rights. CUSL cannot be held liable if the CUSL Materials cannot offer the needed quality to conduct the Research. Recipient understands and acknowledges that CUSL cannot insure the quantity of the CUSL Materials needed for the Research. CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and for any use, handling or storage of the CUSL Materials (and any Derivatives) in connection therewith. Under no circumstances will CUSL have any liability or responsibility for, and Recipient shall indemnify and hold CUSL harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever arising from or in connection with any use, handling or storage of the CUSL Materials and/or Derivatives by or on behalf of the Recipient, except in case of negligence, non-compliance to Protocol or this Agreement by CUSL or in case of improper performance of its professional duties by CUSL team involved in the Research. The Recipient shall be responsible for and liable hereunder with respect to any breach of this Agreement which is caused by the actions of its Representatives Representatives. Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____) as of the Effective Date. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon written notice with immediate effect, if at any time the other Party breaches any terms of this Agreement. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon sixty (60) days prior written notice. In case an event prevents pursuing this Agreement, the Parties will agree on termination terms. The provisions of this Agreement 3, 4, 5 and 6, shall survive the termination of this Agreement Recipient’s right to use the CUSL Materials or related Data and Confidential Information shall expire upon the expiration or earlier termination of this Agreement pursuant to Section 2.14 of this Agreement. General provisions

Representations Warranties and Disclaimers. 10.1 Each Party of the Parties represents and warrants as of the Effective Date that it has the authority and is appropriately authorized to enter into this Agreement and to perform its obligations under this Agreement free and that it has been duly authorized to execute and to deliver this Agreement. 10.2 LICENSOR does not warrant the validity of any restrictions or encumbrancesPatent Rights and any patents issuing from the Patent Rights. Recipient understands and acknowledges LICENSOR warrants that it is presently not aware that the CUSL Materials are experimental in nature and may have unknown characteristics. All practice and/or utilization of the CUSL Materials are being provided on an “as is” basis with no warranties Technology: (a) is infringed by intellectual property rights of any kindthird party, express or implied, with respect thereto, and CUSL hereby expressly disclaims (b) infringes the applicability intellectual property rights of any express third parties. LICENSOR further represents and warrants that with the exception of the Excluded Technology all other technology owned by it embodied in the Licensed Products is being licensed to LICENSEE hereunder. 10.3 Nothing in this Agreement shall be deemed to be a representation or implied warranties warranty by LICENSOR of merchantabilitythe accuracy, fitness for a particular purposessafety, or non-infringement of third party intellectual property rights. CUSL cannot be held liable if the CUSL Materials cannot offer the needed quality to conduct the Research. Recipient understands and acknowledges that CUSL cannot insure the quantity of the CUSL Materials needed for the Research. CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and usefulness for any usepurpose of any Technology, handling including any technical information, techniques or storage practices at any time made available by LICENSOR; nor to the patentability or validity of any patent application or granted patents licensed by LICENSOR. Except as otherwise agreed between the CUSL Materials (and parties, LICENSOR shall have no liability whatsoever to LICENSEE or any Derivatives) in connection therewith. Under no circumstances will CUSL have other person for or on account of any liability injury, loss, or responsibility fordamage, and Recipient shall indemnify and hold CUSL harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever or nature, sustained by, or any damage assessed or asserted against, or any other liability incurred by or imposed on LICENSEE or any other person arising from out of or in connection with any or resulting from (a) the production, use, handling or storage sale of the CUSL Materials and/or Derivatives by any composition, formulation, apparatus, product or on behalf of the Recipient, except in case of negligence, non-compliance to Protocol method; or this Agreement by CUSL (b) any advertising or in case of improper performance of its professional duties by CUSL team involved in the Research. The Recipient shall be responsible for and liable hereunder other promotional activities with respect to any breach of this Agreement which is caused by the actions of its Representatives . Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____) as of the Effective Dateforegoing provided by LICENSEE. The Parties shall have the rightLICENSOR DISCLAIMS ALL OTHER WARRANTIES, without prejudice to its other rights or remediesEXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN OR OTHERWISE SPECIFICALLY PROVIDED WITH RESPECT TO ANY PRODUCTS SOLD OR TECHNOLOGY PROVIDED TO LICENSEE BY LICENSOR, to terminate this Agreement upon written notice with immediate effectINCLUDING BUT NOT LIMITED TO ANY AND ALL IMPLIED WARRANTIES, if at any time the other Party breaches any terms of this AgreementAND ANY AND ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The Parties shall have the right, without prejudice to its other rights or remedies, to terminate this Agreement upon sixty (60) days prior written notice. In case an event prevents pursuing this Agreement, the Parties will agree on termination terms. The provisions of this Agreement 3, 4, 5 and 6, shall survive the termination of this Agreement Recipient’s right to use the CUSL Materials or related Data and Confidential Information shall expire upon the expiration or earlier termination of this Agreement pursuant to Section 2.14 of this Agreement. General provisionsLICENSOR SHALL NOT HAVE ANY LIABILITIES OR RESPONSIBILITIES WHATSOEVER WITH RESPECT TO LICENSED PRODUCTS.

Representations Warranties and Disclaimers. Each Party 6.1. Vendor represents and warrants as that: (i) the execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate action on the Effective Date that part of Vendor; (ii) this Agreement constitutes the legal, valid and binding obligation of Vendor enforceable against it in accordance with its terms; (iii) it has the authority and is appropriately authorized to enter into this Agreement and to perform its obligations under this Agreement free of any restrictions or encumbrances. Recipient understands and acknowledges that the CUSL Materials are experimental in nature and may have unknown characteristics. All the CUSL Materials are being provided on an “as is” basis with no warranties of any kindright, express or implied, with respect theretopower, and CUSL hereby expressly disclaims authority to offer and fulfill any services which Vendor offers through the applicability of any express or implied warranties of merchantabilityEquator Workstation, fitness for a particular purposes, or non-infringement of third party intellectual property rights. CUSL cannot be held liable if (iv) the CUSL Materials cannot offer the needed quality to conduct the Research. Recipient understands Data and acknowledges that CUSL cannot insure the quantity of the CUSL Materials needed for the Research. CUSL is not responsible and cannot be held liable if there is not enough CUSL Materials. Recipient shall be solely responsible for the conduct of the Research and for any use, handling or storage of the CUSL Materials (and any Derivatives) in connection therewith. Under no circumstances will CUSL have any liability or responsibility for, and Recipient shall indemnify and hold CUSL harmless with respect to, any and all liabilities, obligations, losses and damages of any kind whatsoever arising from or in connection with any use, handling or storage of the CUSL Materials and/or Derivatives services provided by or on behalf of Vendor are not false, inaccurate or misleading in any respect, (v) in connection with the Recipient, except in case of negligence, non-compliance to Protocol or this Agreement by CUSL or in case of improper performance of its professional duties by CUSL team involved obligations hereunder or in the Researchlisting, engagement or fulfillment of any Vendor services, Vendor will not, and the Data and services Vendor provides will not, violate any applicable law, rule or regulation nor the intellectual property or personal rights of any third party; (vi) any services provided by Vendor will substantially conform to any representations provided by Vendor pertaining to such services; (vii) it has established and implemented sufficient security standards to protect any Confidential Information and prevent any unauthorized access to such Confidential Information; and (viii) it will at no time take any action or permit any omission to damage, compromise or otherwise negatively affect the Equator Workstation, including attempting to circumvent any security provisions established by Altisource. 6.2. The Recipient Vendor is solely responsible for safeguarding its Data. Vendor is solely responsible for backup and restoration of Vendor’s Data. Altisource is not responsible for the accuracy and/or completion of Vendor’s Data. 6.3. Unless otherwise agreed to by Altisource in writing, Vendor may authorize its employees, but no other individuals or entities, to use the Equator Workstation. Vendor will keep a record of all such operators of the Equator Workstation, which record will include at least the name and address of each such operator and the date of initial access to the Equator Workstation. Vendor and any such operator may not re-market, resell or redistribute the Equator Workstation to any third person or entity. Vendor shall inform each of its operators of the terms and conditions of the Agreement and shall be responsible for and liable hereunder with respect to any breach of this Agreement which is caused such terms or conditions by any such operator. Vendor will immediately notify Altisource in the actions event of any loss, theft, or unauthorized disclosure or use of any of its Representatives login credentials or if Vendor otherwise has reason to believe that the Equator Workstation is no longer secure for any reason. 6.4. Term and termination This Agreement shall have effect as from its Effective Date and unless earlier terminated shall expire within (__/__/____) as of the Effective Date. The Parties shall have Altisource has the right, without prejudice to in its other rights or remediessole discretion, to terminate this Agreement upon written notice with immediate effectimmediately halt any services and/or completion process or to prevent or restrict access to any portion of the Equator Workstation in order to prevent or investigate any potentially illegal or fraudulent activity and to correct any defect in the Equator Workstation. 6.5. THE EQUATOR WORKSTATION, if at CUSTOMIZATION SERVICES AND OTHER RELATED SERVICES PROVIDED HEREIN (COLLECTIVELY, THE “ALTISOURCE SERVICES”) ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, ALTISOURCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALTISOURCE DOES NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE ALTISOURCE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE ALTISOURCE SERVICES OR THE SERVER THAT MAKES THE ALTISOURCE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. TO THE EXTENT THAT ALTISOURCE CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM REQUIRED UNDER SUCH LAW. 6.6. Altisource merely provides technological tools that vendors, brokers, agents, lenders, buyers, and sellers and Customers may use to transact business on the Equator Workstation. Altisource is not involved in the actual transaction between buyers, agents, lenders, service providers, asset managers, brokers, vendors and Customers, and is not the agent of, nor has any time authority on behalf of any of the aforementioned parties or any other Party breaches third party, for any terms purpose whatsoever. Altisource cannot guarantee that any transactions through the Equator Workstation will be completed. Altisource further makes no representations or guaranties regarding any services offered through the Equator Workstation. 6.7. Altisource does not and cannot control the flow of this Agreementdata to or from the Equator Workstation and other portions of the Internet. The Parties shall have Such flow depends in large part on the rightperformance of Internet services provided or controlled by third parties. At times, without prejudice actions or inaction of such third parties can impair or disrupt Vendor’s connections to its other rights the Internet (or remediesportions thereof). Although Altisource will use commercially reasonable efforts to take all actions it deems appropriate to remedy and avoid such events, to terminate this Agreement upon sixty (60) days prior written noticeAltisource cannot guarantee that such events will not occur. In case an event prevents pursuing this AgreementAccordingly, the Parties will agree on termination terms. The provisions of this Agreement 3, 4, 5 Altisource disclaims any and 6, shall survive the termination of this Agreement Recipient’s right to use the CUSL Materials all liability resulting from or related Data and Confidential Information shall expire upon the expiration or earlier termination of this Agreement pursuant to Section 2.14 of this Agreement. General provisionssuch events.