Common use of Representations Warranties and Indemnification Clause in Contracts

Representations Warranties and Indemnification. a. Producer represents and warrants that Producer has the full right and ability to enter into this Standard License Agreement and grant those rights granted herein. Producer warrants that the exploitations of the Beat permitted hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. b. You represent and warrant that exploitation of the New Composition and/or New Recording hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Just to be clear, Producer takes no responsibility whatsoever as to any elements added to the New Composition and/or New Recording by Licensee or any third party, and Licensee indemnifies and holds Producer harmless for any and all such elements. c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages, judgments, costs, and expenses as are actually incurred by the non- defaulting party (including, without limitation, reasonable attorneys’ fees) arising in connection with any breach or claim of breach of this Standard License Agreement by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment or settled with the defaulting party’s consent. The non-defaulting party shall give the defaulting party prompt written notice of all claims giving rise to indemnification obligations hereunder, and the defaulting party shall have the right to participate in the defense of such claims with counsel of its choice at its sole expense.

Representations Warranties and Indemnification. a. Producer 7.1 Licensee represents and warrants that Producer it has or will obtain all necessary rights to create and use the full right Derived Data and ability to enter into promote the same, other than the rights obtained by Licensee from ICE Data under this Standard License Agreement Agreement. Licensee represents and grant those rights granted herein. Producer warrants that the exploitations of the Beat permitted hereunder will not infringe upon or violate any common law or statutory right Derived Data shall be used in accordance with all applicable legal requirements in all material respects and without violation of any personthird party Intellectual Property rights. Licensee shall assume full responsibility for enforcing the terms and conditions of this Agreement upon its Clients. Licensee will defend, firm, or corporation; including, without limitation, contractual rights, copyrightsindemnify, and right(s) of privacy hold harmless ICE Data and publicity and will not constitute libel and/or slander. b. You represent and warrant that exploitation of the New Composition and/or New Recording hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrightsits Affiliates, and right(s) of privacy its and publicity their respective officers, directors, employees and will not constitute libel and/or slander. Just to be clear, Producer takes no responsibility whatsoever as to any elements added to the New Composition and/or New Recording by Licensee or any third party, and Licensee indemnifies and holds Producer harmless for agents against any and all such elements. c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilitiesdemands, costsactions, lossessuits, damages, judgments, costs, and expenses as are actually incurred by proceedings or damages (including the non- defaulting party (including, without limitation, reasonable costs of defense inclusive of attorneys’ fees) arising from or relating to the Data and Derived Data, any acts or omissions of Licensee and/or its Clients, or in connection with any breach this Agreement (including the Exhibits hereto, each of which is hereby incorporated herein and made a part hereof). 7.2 Upon receipt of a notice of a claim, demand, action, suit, or claim of breach of this Standard License Agreement by proceeding, ICE Data shall: (a) promptly give notice thereof to the defaulting partyLicensee; (b) to the extent commercially reasonable, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment or settled ICE Data shall cooperate fully with the defaulting party’s consent. The non-defaulting party shall give the defaulting party prompt written notice of all claims giving rise to indemnification obligations hereunder, and the defaulting party shall have the right to participate Licensee in the defense thereof at Licensee’s sole cost and expense (such cooperation does not require and is without waiver by either party of attorney/client, work product, or other privilege); and (c) the Licensee shall have control of the defense and all related settlement negotiations, provided, however, that (i) Licensee will keep ICE Data informed in writing and provide ICE Data with an opportunity to advise and comment on substantive matters, in sufficient time prior to any deadline dates, and Licensee shall in good faith consider and incorporate all advice and comments provided by ICE Data, and (ii) the Licensee shall not settle any claim, demand, action, suit or proceeding involving relief other than the payment of money without the consent of the ICE Data. A failure of ICE Data to comply with the foregoing shall not vitiate the Licensee’s defense and indemnification obligations. The indemnification provisions set forth herein are not intended to, and shall not, create any rights or causes of action on behalf of any third parties. Nothing in this Agreement prevents ICE Data from retaining its own counsel within its sole discretion to represent solely its interests; provided that the fees associated with such counsel are the sole responsibility of ICE Data. 7.3 In addition, and without limiting any and all limitations of liability and disclaimers contained herein, ICE Data shall not be liable or responsible in any way for any damages, liability, losses or costs: (a) arising from reliance on any Data; (b) resulting from any delays, inaccuracies, errors or omissions in the Data or in the transmission thereof; (c) resulting from any threats or claims asserted by any third parties that Licensee’s use of the Data is in violation of any of such claims with counsel third party’s rights or rights of its choice at its sole expenseany other person or entity, including but not limited to misappropriation or infringement of any Intellectual Property rights; or (d) incurred as a result of the non-performance, interruption or termination for any reason whatsoever of access to the Data.

Representations Warranties and Indemnification. a. Producer 11.1 The Licensee represents and warrants that Producer it has the full right sufficient authority and ability rights to enter into and perform its obligations under this Standard License Agreement Agreement. 11.2 Digitorial represents and grant those rights granted herein. Producer warrants that it has the exploitations right to grant the License and that the use of the Beat permitted hereunder will Licensed Work by Authorised Users is in accordance with the terms of this Agreement shall not infringe upon or violate any common law or statutory right the copyright of any personthird party. The foregoing shall not apply to improper usage of the Licensed Work by the Licensee or Authorised Users. Digitorial makes no representation or warranty, firmand expressly disclaims any liability with respect to the content of the Licensed Work including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or corporation; the disclosure of confidential information. 11.3 Digitorial shall indemnify and keep indemnified Licensee against any and all costs, claims, demands, expenses, losses and liabilities of whatsoever nature arising out of or in connection with any infringement of Intellectual Property Rights of any third party by the possession or use of the Licensed Works by Licensee as 11.4 This indemnity shall not apply to infringements or breaches arising directly from the combination of the Licensed Works with other content or material not supplied under this Licence or by the use of the Licensed Works in breach of the terms of this Licence by the Licensee. 11.5 Subject to the above and to the extent permitted by law, Digitorial shall not be liable to the Licensee for any loss or damage including any loss of profits, goodwill, contract or any indirect or consequential loss including loss or damage suffered by the Licensee as a result of an action brought by a third party. 11.6 The Print-Publisher reserves the right to change the content, presentation, user facilities or availability of parts of the Licensed Work and to make changes in any software used to deliver the Licensed Work at its sole discretion. A notification will be given to the Licensee of substantial changes to the Licensed Work. 11.7 Other than the express warranties stated in this Clause 11, the Licensed Work is provided on an "as is" basis, and Digitorial disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Work or any part thereof, including, without limitation, contractual rightsany and all implied warranties of quality, copyrightsperformance, and right(s) of privacy and publicity and will not constitute libel and/or slander. b. You represent and warrant that exploitation of the New Composition and/or New Recording hereunder will not infringe upon merchantability or violate fitness for a particular purpose. Digitorial further expressly disclaims any common law warranty or statutory right of any person, firmrepresentation to Authorised Users, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Just to be clear, Producer takes no responsibility whatsoever as to any elements added to the New Composition and/or New Recording by Licensee or any third party, and Licensee indemnifies and holds Producer harmless . Digitorial accepts no liability for any and all such elements. c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages, judgments, costs, and expenses as are actually loss suffered or incurred by the non- defaulting party (includingAuthorised Institution or Authorised Users as a result of their reliance on the Licensed Work. 11.8 The Licensee represents to Digitorial that its computer system through which the Licensed Work will be used is configured, without limitationand procedures are in place, reasonable attorneys’ fees) arising in connection with to prohibit access to the Licensed Work by any breach or claim person other than an Authorised User; that it shall inform Authorised Users about the conditions of breach use of the Licensed Work; and that during the term of this Standard License Agreement by Agreement, the defaulting party, their agents, heirs, successors, assigns Licensee will continue to make all reasonable efforts to bar non- permitted access and employees, which have been reduced to final judgment or settled with the defaulting party’s consent. The non-defaulting party shall give the defaulting party prompt written notice of all claims giving rise convey appropriate use information to indemnification obligations hereunder, and the defaulting party shall have the right to participate in the defense of such claims with counsel of its choice at its sole expenseAuthorised Users.

Representations Warranties and Indemnification. a. Producer Licensor represents and warrants that Producer that: (a) Licensor is the sole and absolute owner (or licensor) of, and has the full absolute right to grant to or vest in Iconic Engine, all rights, licenses and ability privileges granted to or vested in Iconic Engine under this Agreement; (b) neither the Programs, nor any part thereof, nor any intellectual property or other materials contained therein or synchronized therewith, nor the title thereof, nor the exercise of any right, license or privilege herein granted, violates or will violate, or infringes or will infringe, any trademark, trade name, contract, agreement, copyright (whether common law or statutory), patent, literary, artistic, dramatic, personal, private, civil, property or privacy right or “moral rights of authors” or any other right of publicity, or does or will to Licensor’s best knowledge slander or libel any person or entity; (c) Licensor has the power and authority to enter into this Standard License Agreement Agreement; and grant those rights granted herein. Producer warrants that the exploitations of the Beat permitted hereunder (d) no payments will not infringe upon or violate be due to any common law or statutory right of any person, firm, or corporation; third party (including, without limitation, contractual any union or guild) in connection with Iconic Engine’s exercise of the rights, copyrightslicenses and privileges granted to or vested in Iconic Engine under this Agreement. Iconic Engine represents and warrants that it has the power and authority to enter into this Agreement. Each Party shall indemnify, defend and hold the other Party, its affiliates and sublicensees, and right(s) each of privacy their respective directors, officers, employees and publicity and will not constitute libel and/or slander. b. You represent and warrant that exploitation of the New Composition and/or New Recording hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Just to be clear, Producer takes no responsibility whatsoever as to any elements added to the New Composition and/or New Recording by Licensee or any third party, and Licensee indemnifies and holds Producer harmless for any and all such elements. c. Parties hereto shall indemnify and hold each other agents harmless from and against any and all third party claims, damages, liabilities, costs, losses, damages, judgments, costs, and expenses as are actually incurred by the non- defaulting party losses (including, without limitation, including reasonable attorneys’ outside attorney’s fees) arising out of or in connection with any breach of any representation, warranty, covenant or claim agreement under this Agreement. Each Party shall promptly notify the other of breach of this Standard License Agreement by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment or settled with the defaulting party’s consentany such claims. The non-defaulting indemnifying party shall give have the defaulting party prompt written notice right to control the defense of all claims giving rise to indemnification obligations hereunderany such claims, and provided that the defaulting indemnified party shall have the right to participate in the defense of such claims with counsel of its choice thereof at its sole expensecost.

Representations Warranties and Indemnification. a. Producer represents and warrants that Producer has the full right and ability to enter into this Standard Premium License Agreement and grant those rights granted herein. Producer warrants that the exploitations of the Beat permitted hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. b. You represent and warrant that exploitation of the New Composition and/or New Recording hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Just to be clear, Producer takes no responsibility whatsoever as to any elements added to the New Composition and/or New Recording by Licensee or any third party, and Licensee indemnifies and holds Producer harmless for any and all such elements. c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, liabilities, costs, losses, damages, judgments, costs, and expenses as are actually incurred by the non- non-defaulting party (including, without limitation, reasonable attorneys’ fees) arising in connection with any breach or claim of breach of this Standard Premium License Agreement by the defaulting party, their agents, heirs, successors, assigns and employees, which have been reduced to final judgment or settled with the defaulting party’s consent. The non-defaulting party shall give the defaulting party prompt written notice of all claims giving rise to indemnification obligations hereunder, and the defaulting party shall have the right to participate in the defense of such claims with counsel of its choice at its sole expense.

Representations Warranties and Indemnification. a. Producer represents and warrants that Producer has the full right and ability to enter into this Standard Unlimited License Agreement and grant those rights granted herein. Producer warrants that the exploitations of the Beat permitted hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. b. You represent and warrant that exploitation of the New Composition and/or New Recording hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights, and right(s) of privacy and publicity and will not constitute libel and/or slander. Just to be clear, the Producer takes no responsibility whatsoever as to any elements added to the New Composition and/or New Recording by Licensee or any third party, and Licensee indemnifies and holds the Producer harmless for any and all such elements. c. Parties hereto shall indemnify and hold each other harmless from any and all third third-party claims, liabilities, costs, losses, damages, judgments, costs, and expenses as are actually incurred by the non- non-defaulting party (including, without limitation, reasonable attorneys’ fees) arising in connection with any breach or claim of breach of this Standard Unlimited License Agreement by the defaulting party, their agents, heirs, successors, assigns assigns, and employees, which have been reduced to final judgment or settled with the defaulting party’s consent. The non-defaulting party shall give the defaulting party prompt written notice of all claims giving rise to indemnification obligations hereunder, and the defaulting party shall have the right to participate in the defense of such claims with counsel of its choice at its sole expense.to

Representations Warranties and Indemnification. a. Producer 9.1 Consultant represents and warrants that: (a) any materials supplied by Consultant under this Agreement will not infringe upon the copyright or any other right or interest of any person, firm, or corporation and that Producer it owns, has or will have a license to the intellectual property rights in the Deliverables, including the right to sublicense to Company in accordance with the terms hereof; (b) it has the right to grant all rights granted herein and Company’s use of the Deliverables as permitted herein will not infringe on, misappropriate or violate the copyright, trade-xxxx, right of privacy, property rights or any other rights of any third party, will not constitute defamation or libel or give rise to any other third party claim; (c) none of the Deliverables is subject to any imperfection in title, pledge, lien, encumbrance, security interest, charge or other similar restriction of any nature whatsoever; (d) it has full power, right and ability authority to enter into this Standard License Agreement and grant those rights granted herein. Producer perform all of its obligations in accordance with the provisions hereof and in accordance with all applicable laws and governing instruments; and (e) it is in full compliance, and shall comply with all applicable laws, rules and regulations, including but not limited to, all applicable privacy laws. 9.2 The Company represents and warrants that the exploitations of the Beat permitted hereunder that: (a) any materials supplied by Company under this Agreement will not infringe upon the copyright or violate any common law other right or statutory right interest of any person, firm, or corporation. (b) it has full power, right and authority to enter into this Agreement and perform all of its obligations in accordance with the provisions hereof and in accordance with all applicable laws and governing instruments; including, without limitation, contractual rights, copyrightsand (c) it is in full compliance, and right(s) of shall comply with all applicable laws, rules and regulations, including but not limited to, all applicable privacy and publicity and will not constitute libel and/or slanderlaws. b. You represent and warrant that exploitation of the New Composition and/or New Recording hereunder will not infringe upon or violate any common law or statutory right of any person, firm, or corporation; including, without limitation, contractual rights, copyrights9.3 Both parties assume liability for, and right(s) of privacy shall indemnify, defend, protect, save and publicity hold harmless the other from and will not constitute libel and/or slander. Just to be clear, Producer takes no responsibility whatsoever as to any elements added to the New Composition and/or New Recording by Licensee or any third party, and Licensee indemnifies and holds Producer harmless for against any and all such elements. c. Parties hereto shall indemnify and hold each other harmless from any and all third party claims, actions, suits, costs, liabilities, costsjudgments, obligations, losses, damagespenalties, judgments, costs, and expenses as are actually incurred by the non- defaulting party or damages (including, without limitation, reasonable attorneys’ feeslegal fees and expenses) of whatsoever kind and nature imposed on, incurred by or asserted or arising in connection with out of (i) any breach or claim alleged breach by either party of breach any representation, warranty or covenant made herein; or (ii) any claims arising out of this Standard License Agreement by the defaulting negligent actions and/or willful misconduct of either party, their its employees and/or agents. Notwithstanding the foregoing, heirs, successors, assigns and employees, which have been reduced to final judgment or settled with the defaulting party’s consent. The non-defaulting neither party shall give the defaulting party prompt written notice of all claims giving rise be responsible for any delays or inability to indemnification obligations hereunder, and the defaulting party shall have the right to participate in the defense of such claims with counsel perform any of its choice at obligations under this Agreement due to any reasons beyond the parties’ reasonable control, including an Act of God, fire, casualty, flood, earthquake, war, strike, lockout, epidemic, riot, insurrection, acts of terrorism, provided such party has diligently attempted performance of its obligations during such period that continues for a period of up to fifteen (15) consecutive days, after which time, the party affected may elect to immediately terminate this Agreement in its sole expensediscretion.