Common use of Warranty and Indemnity Clause in Contracts

Warranty and Indemnity. a) Sponsor warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. c) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor Each of FairMarket and Excite warrants that it owns, or has obtained the right all necessary rights to distribute and make available as specified in this Agreement, any and all information, service or content provided to Excite the other party or made available to third parties in connection with this Agreement, including without limitation in the case of FairMarket, the FairMarket Auction Service(s). b) Sponsor Auction Services Provider warrants that the Content Co-Branded Site will comply with the description and technical specifications contained in Exhibit A.as contemplated by this Agreement and all Exhibits. FairMarket represents and warrants that the Co-Branded Site, the FairMarket Auction Services and or any other software or content supplied by FairMarket hereunder is designed to be used prior to, during and after the calendar year 2000 A.D., and that the software will operate during each such time period without error relating to date data. c) Each of FairMarket and Excite will indemnify, defend and hold harmless Sponsorthe other party, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees) arising from the from: i) The breach of any warranty, representation or covenant by FairMarket or Excite, as applicable, in this Agreement; or ii) Any claim that the Co-Branded Site or any all information, service or content provided to Excite or FairMarket, as applicable or made available to third parties by FairMarket or Excite, as applicable, in connection with this Agreement infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Sponsor A party seeking indemnification hereunder will promptly notify Excite the other party of any and all such claims and will reasonably cooperate with Excite with such other party in the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor the indemnified party in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsorthe indemnified party's written consent (not to be unreasonably withheld or delayed) and Sponsor may the indemnified party may, at its sole cost and expense, have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, INCLUDING ALL EXHIBITS, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor Licensor represents and warrants that it owns, or has obtained the right to distribute grant this license for the telecasting of the pictures herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below), and make available as specified in this Agreementthat such use of by Licensee will not violate the right of others. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all content provided claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses, incurred by Licensee by reason of the breach of the foregoing warranty, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to Excite defend at its own expense any action or made available proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to third parties Licensor to defend or settle same, and cooperates fully with Licensor in connection with the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures other than as specified herein, or after the expiring or earlier termination of this Agreement. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. c) Excite will . Licensee agrees to indemnify, defend and hold harmless SponsorLicensor, its affiliates, officers, directors, employees, consultants successors and agents assigns, free and harmless from any and all third party claims, liabilitydamages, damages and/or liabilities, costs (includingor expenses, but not limited toincluding reasonable attorney's fees and expenses arising out of or in connection with the use by Licensee, attorneys fees) its successors, assigns and sublicensees of the prints or pictures hereunder, or arising from the out of or by reason of any breach of any warranty, undertaking, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to agreement made or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsorentered into herein on Licensee's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimpart. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor Content Provider warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content Content provided to Excite or made available to third parties in connection with this Agreementhereunder. b) Sponsor Except for the Content, Excite warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement the Content will comply with the description Pages and technical specifications contained in Exhibit A.Broadcast Pages. c) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor Content Provider will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: (i) The Its breach of any warranty, representation or covenant in this AgreementSection 8; or (ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or (iii) Any claim that the Content and/or its display on the Excite Network violate any state, federal or local laws, regulations or statues, including but not limited to, restrictions on the practice of medicine; or (iv) Any claim of personal injury or product liability with respect to the Content displayed to consumers on the Excite Network. Excite will promptly notify Sponsor Content Provider of any and all such claims and will reasonably cooperate with Sponsor Content Provider with the defense and/or settlement thereof; , which defense and/or settlement shall be controlled by Content Provider, provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Excite will indemnify, defend and hold harmless Content Provider, its affiliates, officers, directors, employees, consultants and agents from any and all third, party claims, liability, damages and/or costs (including but not limited to, attorneys fees) arising from: (i) Its breach of any warranty, representation or covenant in this Section 8; or (ii) Any claim arising from content displayed on the Excite Network other than the Content, and any claim arising from any modification made to the Content by Excite or by Content Provider at the direction of Excite. Content Provider will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof, which defense and/or settlement shall be controlled by Excite, provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Content Provider in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Content Provider's written consent (not to be unreasonably withheld or delayed) and Content Provider may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor Content Provider warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite Excite@Home or made available to third parties in connection with this Agreement. b) Sponsor Content Provider warrants that the Content will comply with the description and technical specifications contained in Exhibit A.A. Content Provider warrants that the Co-Branded Content will comply with the description and technical specifications contained in Exhibit B. c) Excite Content Provider will indemnify, defend and hold harmless SponsorExcite@Home, its affiliates, officers, directors, employees, consultants and agents from * Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406. any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the from: i) The breach of any warranty, representation or covenant in this Agreement; ii) Any claim that the Content or Co-Branded Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the Content Provider Site other than the Co-Branded Content. Sponsor Excite@Home will promptly notify Excite Content Provider of any and all such claims and will reasonably cooperate with Excite Content Provider with the defense and/or settlement thereofthereof (which shall be under the control of Content Provider); provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor Excite@Home in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require SponsorExcite@Home's written consent (not to be unreasonably withheld or delayed) and Sponsor Excite@Home may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor Excite will indemnify, defend and hold harmless ExciteContent Provider, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The Its breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that arising from content displayed on the Excite Network other than the Content infringes or violates any third partyCo-Branded Pages. Excite's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. obligation to indemnify Content Provider is conditioned upon Content Provider promptly notifying Excite will promptly notify Sponsor of any and all such claims claims, unless the failure to notify does not materially and adversely affect Excite's defense. Content Provider will reasonably cooperate with Sponsor Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite Content Provider in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require ExciteContent Provider's written consent (not to be unreasonably withheld or delayed) and Excite Content Provider may have its own counsel in attendance at all * Portions of this exhibit have been omitted and filed separately with the Commission pursuant to a request for confidential treatment under Rule 406. proceedings and substantive negotiations relating to such claimclaim at Content Provider's sole cost and expense. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor Auto-By-Tel warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor Auto-By-Tel warrants that the Content will comply with the description and technical specifications contained in Exhibit A.D. c) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor Auto-By-Tel will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or; ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the Auto-By-Tel Site. Excite will promptly notify Sponsor Auto-By-Tel of any and all such claims and will reasonably cooperate with Sponsor Auto-By-Tel with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. ed) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor Licensor represents and warrants that it owns, or has obtained the right to distribute grant this license for the telecasting of the Pictures herein specified, including the sound tracks forming a part thereof (subject to paragraph 10 below), and make available as specified in this Agreementthat such use of by Licensee will not violate the right of others. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all content provided claims, damages, liabilities, costs or expenses, including reasonable attorney's fees and expenses, incurred by Licensee by reason of the breach of the foregoing warranty, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to Excite defend at its own expense any action or made available proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to third parties Licensor to defend or settle same, and cooperates fully with Licensor in connection with the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the Pictures other than as specified herein, or after the expiring or earlier termination of this Agreement. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. c) Excite will . Licensee agrees to indemnify, defend and hold harmless SponsorLicensor, its affiliates, officers, directors, employees, consultants successors and agents assigns, free and harmless from any and all third party claims, liabilitydamages, damages and/or liabilities, costs (includingor expenses, but not limited toincluding reasonable attorney's fees and expenses arising out of or in connection with the use by Licensee, attorneys fees) its successors, assigns and sublicensees of the prints or Pictures hereunder, or arising from the out of or by reason of any breach of any warranty, undertaking, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to agreement made or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsorentered into herein on Licensee's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimpart. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. (a) Sponsor Seller expressly warrants that it ownsall goods, material and workmanship will conform with applicable drawings, specifications, samples, or has obtained other descriptions given, will be merchantable and fit for the right purpose intended, and will be free from defects. All goods delivered shall meet all required UL/CSA or other international regulatory requirements as are mandated in the country of final sale. All goods delivered and services performed will be subject to distribute test and make available as specified inspection by Buyer at the place of manufacture or at destination or at both. Any of the goods found at any time to be damaged (including goods damaged due to unsatisfactory packaging by Seller) or defective or not in this Agreementconformity with Buyer's purchase order may be corrected by Buyer at Seller’s expense or rejected and returned at Seller’s expense. If Buyer elects to return such goods to Seller at any time, Buyer shall be entitled to a credit equal to the purchase price of the goods or services, plus 15% of the purchase price of the goods or services. However, Buyer’s inspection or failure to inspect shall in no way relieve Seller of responsibility hereunder. (b) To the fullest extent permitted by law, Seller agrees to indemnify and hold harmless Buyer from and against any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor warrants that the Content will comply with the description liabilities, losses, damages, judgments, awards, costs, fees, and technical specifications contained in Exhibit A. c) Excite will indemnifyexpenses, defend including all incidental and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, consequential damages and/or costs (including, but not limited to, attorneys feesattorneys' fees and costs of investigation) arising incurred by Buyer resulting from the breach or relating to any claim, notice, allegation, complaint, demand, action, lawsuit, investigation, proceeding, or other process or procedure of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs kind (including, but not limited to, attorneys fees) arising from: i) The Buyer’s own internal investigations, proceedings, processes or procedures, and those based in whole or part on patent, trademark or copyright infringement, negligence, product liability, quality defects, willful misconduct, breach of express or implied warranties, strict liability, deceptive or unfair trade practices, advertising liability, governmental statute or regulation, and the like) and caused by, arising out of or in any warrantyway resulting from the goods, representation materials, products, or covenant services provided, shipped, furnished or delivered or services performed by Seller to, for, or on behalf of Buyer. (c) In the event that Buyer becomes subject to any investigation or report to a governmental agency or voluntary standards organization relating to compliance with safety regulations or product safety, or becomes subject to any corrective action plan, consent agreement or order requiring corrective action (including without limitation notice, recall, retrofit, repair, replacement or the refund of purchase price of said products or services, whether at the wholesale, retail or consumer distribution level), whether such corrective action plan, consent agreement or order is voluntary or is a mandate of any governmental agency or voluntary standards organization, or becomes subject to Buyer's own investigation relating to compliance with safety regulations or product safety, as the result of, arising from or in this Agreement; or ii) Any claim that any way related to the Content infringes goods, materials, products or violates any third party's copyrightservices provided, patentshipped, trade secretfurnished or delivered or services performed by Seller to, trademarkfor, right or on behalf of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of Buyer, Seller agrees to defend, protect, indemnify and hold harmless Buyer from any and all expenses and liabilities (including without limitation attorneys' fees and expenses, administrative costs and expenses, costs of investigation, notice, corrective action, recall, repair, replacement or the refund of the purchase price) which may be incurred in connection with any such claims investigation, corrective action plan, consent agreement or order requiring corrective action, or in assuring compliance or aiding or assisting compliance with such mandates. (d) The obligations of Seller under this Section 7 shall survive cancellation or termination of Buyer’s purchase and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite are independent and do not in any way and such obligation, liability, prejudice limit or impact can reasonably be expected satisfy the obligations of Seller to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimBuyer under any other provision of this agreement. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. A701 Every individual writer's contract shall be deemed to include a provision for the indemnification of.the Corporation against any and all damages, costs and expenses, including legal fees, and for the relief of the Corporation from all liability in connection with any successful claim or action respecting infringement of copyright of a third party the use of the literary material supplied by the save where the provisions of Clause A704 hereof apply, and save where the writer's contract contains a provision excluding any express implied warranty of originality of the literary material. A702 Notwithstanding anything to the herein contained, the writer shall, in no event: a) Sponsor warrants that it owns, or has obtained be by contract to waive the right to distribute and make available defend the against the claim by the Corporation for costs, damages, losses arising out of settlements not consented to by the writer; be required to warrant or indemnify with respect to any claim that the writer's material invaded of any person, unless the knowingly used the name personality of such should have known, in the exercise of reasonable prudence that such person would or might claim that such personality was used in such be required to or indemnify with respect to any other than furnished by the waiter; be except in the case of a breach by the writer of any .express or implied warranty of originality as specified to in this AgreementClause to indemnify to an amount that exceeds the writer's original contract fee if the writer has complied with the conditions in Clause A703 Subject to Clause the Corporation shall, indemnify the writer against any and all content provided damages, costs and expenses, including legal fees, arising out of any claim, action or suit brought against the arising from the, use by the Corporation of the material supplied by the writer, on condition that: a) the writer has complied with any reasonable request made by the Corporation, following the submission of the literary material under the contract, for such as the Corporation may reasonably require in order to Excite or make an decision of the legal liability involved in utilizing the literary material; the writer co-operates with the Corporation the preparation by the Corporation of any defence prepared and made available in any action brought against the Corporation resulting from the use by the Corporation of the literary material, and the waiter co-operates with the Corporation in providing such documentation and information, upon which the material is based as may be requested by the Corporation in the course of action referred to third parties in sub-paragraph A704 The Corporation shall indemnify the writer against any and all damages, costs and expenses, including legal fees, and shall relieve the writer of liability in connection with this Agreement. b) Sponsor warrants that any claim or action respecting material supplied to the Content will comply with writer by the description Corporation for incorporation in the writer's work. A705 The Corporation and technical specifications contained in Exhibit A. c) Excite will indemnifythe writer, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach upon presentation of any warrantyclaim to either of them or the institution of any action naming either or both of them as defendants, representation shall, claim or covenant action relates to covered by a warranty or indemnity either herein or in this Agreement. Sponsor will any individual contract between the Corporation and the writer, promptly notify Excite the other of the presentation of any and all such claims and will reasonably cooperate with Excite with claim or the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach institution of any warrantysuch action, representation or covenant in this Agreement; or ii) Any claim that giving the Content infringes or violates any third party's copyrightother party f u l l details thereof. However, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor the pendency of any such claim or action shall not the Corporation of its obligation to pay the writer any monies due the writer with respect to material contributed by the writer. A706 When a is required by the Corporation to attend examinations for discovery, hearings to the provisions outlined Article A28 Transportation, and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimOn-Location Expenses. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. c) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor NetGrocer will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes advertising banners created by NetGrocer infringe or violates violate any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains contain any defamatory content. ; or iii) Any claim arising from content displayed on the NetGrocer Site; provided that Excite will promptly notify Sponsor NetGrocer of any and all such claims and will reasonably cooperate with Sponsor NetGrocer with the defense and/or settlement thereof; and provided further that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. eb) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor Content Provider warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement.. [XXXXX] CONFIDENTIAL TREATMENT REQUESTED OMMITTED PORTIONS FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. c) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor Provider will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; orSection 11(a); ii) Any claim that the Co-Branded Content and/or Partner Co- Branded Pages infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. ; or iii) Any claim arising from content displayed on the Xxxxxxx.xxx other than the Co-Branded Content and/or Partner Co-branded Pages. a) Excite will promptly notify Sponsor Content Provider of any and all such claims and will reasonably cooperate with Sponsor Content Provider with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. eb) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. (a) Sponsor Licensor represents and warrants with respect to the Programs (as defined under the Agreement) acquired by Licensee from Licensor only that (i) it owns, or has obtained the right to distribute grant this license for the telecasting of the Licensed Programs herein specified, including the sound tracks forming a part thereof, and make available as specified that Licensee's exercise of the rights granted hereunder will not violate the right of others, including without limitation trademark (with respect only to the titles of the Licensed Programs or character or other names within the Licensed Programs), copyright, privacy or publicity; (ii) each of the Licensed Programs is, or upon delivery will be of technical quality adequate for commercial television exhibition, with accurate English language audio tracks; (iii) Licensor has the right and authority to grant all rights granted to Licensee hereunder and has not sold, assigned, licensed, or granted any rights in any Licensed Program or any elements of the Licensed Programs in a way which directly conflict with the rights granted Licensee hereunder; and (iv) all claims and rights of owners of copyright or other rights appearing, used or recorded in each Licensed Program have been, or prior to delivery will be, fully paid and discharged, provided however, that this shall not overrule other provisions of this Agreement, any and all content provided . Licensor agrees to Excite or made available to third parties in connection with this Agreement. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. c) Excite will indemnify, defend indemnify and hold harmless SponsorLicensee, its affiliates, officers, directors, employees, consultants and agents successors free and harmless from any and all third party claims, liabilitydamages, damages and/or liabilities, costs (includingor expenses, but not limited toincluding reasonable outside attorney's fees and expenses, attorneys fees) arising from incurred by Licensee by reason of the breach of any warranty, representation or covenant agreement made by Licensor hereunder, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. (b) Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the Licensed Programs other than as specified herein, or after the expiring or earlier termination of this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability Licensee agrees to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend indemnify and hold harmless ExciteLicensee, its affiliates, officers, directors, employees, consultants successors and agents assigns free and harmless from any and all third party claims, liabilitydamages, damages and/or liabilities, costs (includingor expenses, but not limited toincluding reasonable outside attorney's fees and expenses, attorneys fees) arising from: i) The incurred by Licensor by reason of the breach of any warranty, representation or covenant in this Agreement; or ii) Any claim agreement made by Licensee hereunder, provided, however, Licensee shall not be liable for loss of profits or consequential damages. Licensee agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will Licensor notifies Licensee promptly notify Sponsor of any such claim or of the commencement of any such action or proceedings, delegates complete and all such claims sole authority to Licensee to defend or settle same, and will reasonably cooperate cooperates fully with Sponsor with Licensee in the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor Client warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor Client warrants that the Content and Co-Branded Content will comply with the description and technical specifications contained in Exhibit A.------- A. - c) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor Client will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees) arising from: i) The Its breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes Client's Impression Materials infringe or violates violate any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains contain any defamatory content; or iii) Any claim arising from content displayed on the Client Site; or iv) Any claim arising from Content or Co-Branded Content displayed on the Excite Network. Excite will promptly notify Sponsor Client of any and all such claims and will reasonably cooperate with Sponsor Client with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Excite warrants that it has complete authority to undertake the obligations described in this Agreement without the further consent of any other person or entity. Excite further warrants that it is not a party to any existing agreement that would prevent Excite from entering into and performing this Agreement. Excite will not enter into any other agreement that is in conflict with Excite's obligations under this Agreement. Subject to the foregoing, both parties acknowledge that Excite may from time to time enter into agreements similar to this Agreement with other persons or entities, in all cases without the necessity of obtaining approval from Client. e) Excite will indemnify, defend and hold harmless Client, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees) arising from: i) Its breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that content created by Excite infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contain any defamatory content; or iii Any claim arising from the Excite Network, including the Excite Site, the Channels and the Broadcast Pages, other than Impression Materials, content or services provided by Client. Client will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Client in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Client's written consent (not to be unreasonably withheld or delayed) and Client may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. f) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor Auto-By-Tel warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor Auto-By-Tel warrants that the Content will comply with the description and technical specifications contained in Exhibit A.D. c) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor Auto-By-Tel will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or7 8 ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the Auto-By-Tel Site. Excite will promptly notify Sponsor Auto-By-Tel of any and all such claims and will reasonably cooperate with Sponsor Auto-By-Tel with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. ed) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor The Grant Recipient represents and warrants that the Application is its original work and, as such, the Grant Recipient is the sole and exclusive owner and rights holder of the submitted Application and that it owns, or has obtained the right to distribute submit the Application in the Challenge and make available as specified in this Agreement, any grant all required licenses. The Grant Recipient further represents and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. cApplication does not (1) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from infringe any and all third party claimsproprietary rights, liabilityintellectual property rights, damages and/or costs (industrial property rights, personal or moral rights or any other rights, including, but not limited towithout limitation, attorneys fees) arising from the breach of any warrantycopyright, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyrighttrademark, patent, trade secret, trademarkprivacy, right of publicity or right confidentiality obligations; or (2) otherwise violates applicable state, federal or local laws. By accepting the Grant, the Grant Recipient acknowledges that neither KaBOOM! nor its Funding Partner nor their respective subsidiaries and affiliates, and their officers, directors, employees or agents shall be liable for any acts, omissions, injuries, errors or damages, whether direct, indirect, incidental or consequential, associated with the use of privacy or contains any defamatory contentthe Grant. Excite will promptly notify Sponsor of The Grant Recipient irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless KaBOOM!, its Funding Partner, their respective subsidiaries and affiliates, and their respective officers, directors, employees and agents, from and against any and all such claims losses, liabilities, investigations, inquiries, claims, suits or damages (including incidental, consequential, special and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayedpunitive damages) and Excite may have expenses (including reasonable attorneys' fees) directly, indirectly, wholly, or partially arising from or in connection with any act or omission of the Grant Recipient, its own counsel employees, or agents, in attendance at all proceedings applying for or accepting the Grant, in expending or applying funds furnished pursuant to the Grant or in carrying out the Purpose, except to the extent arising from the gross negligence or willful misconduct of KaBOOM!, its Funding Partner or their respective subsidiaries and substantive negotiations relating to such claimaffiliates, and their respective officers, directors, employees or agents. The provision of this section 11 shall survive the termination or expiration of the Agreement. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. Excite / Preview Travel Agreement 12 CONFIDENTIAL a) Sponsor Preview Travel warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, its online reservations service and any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. c) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor Preview Travel will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or; ii) Any claim that the Content Preview Travel's online reservations service or content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the Preview Travel Site (other than Excite's). Excite will promptly notify Sponsor Preview Travel of any and all such claims and will reasonably cooperate with Sponsor Preview Travel with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at its own expense at all proceedings and substantive negotiations relating to such claim. c) Excite warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Preview Travel or made available to third parties in connection with this Agreement. d) Excite will indemnify, defend and hold harmless Preview Travel, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; ________________________________________________________________________________ Excite / Preview Travel Agreement 13 ii) Any claim that Excite's content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content; or iii) Any claim arising from content displayed on the Excite Network or Broadcast Pages (other than Preview Travel's). Preview Travel will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Preview Travel in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Preview Travel's written consent (not to be unreasonably withheld or delayed) and Preview Travel may have its own counsel in attendance at its own expense at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor The Grant Recipient represents and warrants that the Application is its original work and, as such, the Grant Recipient is the sole and exclusive owner and rights holder of the submitted Application and that it owns, or has obtained the right to distribute submit the Application in the Challenge and make available as specified in this Agreement, any grant all required licenses. The Grant Recipient further represents and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. cApplication does not (1) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from infringe any and all third party claimsproprietary rights, liabilityintellectual property rights, damages and/or costs (industrial property rights, personal or moral rights or any other rights, including, but not limited towithout limitation, attorneys fees) arising from the breach of any warrantycopyright, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyrighttrademark, patent, trade secret, trademarkprivacy, right of publicity or right confidentiality obligations; or (2) otherwise violates applicable state, federal or local laws. By accepting the Grant, the Grant Recipient acknowledges that neither KABOOM! nor its Funding Partner nor their respective subsidiaries and affiliates, and their officers, directors, employees or agents shall be liable for any acts, omissions, injuries, errors or damages, whether direct, indirect, incidental or consequential, associated with the use of privacy or contains any defamatory contentthe Grant. Excite will promptly notify Sponsor of The Grant Recipient irrevocably and unconditionally agrees, to the fullest extent permitted by law, to defend, indemnify, and hold harmless KABOOM!, its Funding Partner, their respective subsidiaries and affiliates, and their respective officers, directors, employees and agents, from and against any and all such claims losses, liabilities, investigations, inquiries, claims, suits or damages (including incidental, consequential, special and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayedpunitive damages) and Excite may have expenses (including reasonable attorneys' fees) directly, indirectly, wholly, or partially arising from or in connection with any act or omission of the Grant Recipient, its own counsel employees, or agents, in attendance at all proceedings applying for or accepting the Grant, in expending or applying funds furnished pursuant to the Grant or in carrying out the Purpose, except to the extent arising from the gross negligence or willful misconduct of KABOOM!, its Funding Partner or their respective subsidiaries and substantive negotiations relating to such claimaffiliates, and their respective officers, directors, employees or agents. The provision of this section 11 shall survive the termination or expiration of the Agreement. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor Licensor represents and warrants that (i) it owns, or has obtained the right to distribute grant this license for the telecasting of the Programs herein specified, including the sound tracks forming a part thereof, and make available as specified that Licensee's exercise of the rights granted hereunder will not violate the right of others, including without limitation trademark, copyright, privacy or publicity; (ii) each of the Programs is, or upon delivery will be, completely finished, fully edited and titled and fully synchronized with dialogue, sound and music and in this Agreementall respects ready and of technical quality, adequate for commercial television exhibition; (iii) each Program consists, or upon delivery will consist, of a continuous and connected series of scenes, telling or presenting a story, free from any obscene material and suitable for television exhibition; (iv) Licensor has the right and authority to grant all content provided rights granted to Excite Licensee hereunder. Licensor has not sold, assigned, licensed, granted, encumbered or made available utilized any Program or any of the literary or musical properties used in the Programs in any way that may negatively affect or impair the rights, licenses and privileges granted to third parties Licensee, and Licensor will not do so during the Term; and (v) all claims and rights of owners of copyright or other rights appearing, used or recorded in connection with this Agreement. b) Sponsor warrants that the Content each Program have been, or prior to delivery will comply with the description be, fully paid and technical specifications contained in Exhibit A. c) Excite will indemnify, defend discharged. Licensor agrees to indemnify and hold harmless SponsorLicensee, its affiliates, officers, directors, employees, consultants successors and agents assigns free and harmless from any and all third party claims, liabilitydamages, damages and/or liabilities, costs (includingor expenses, but not limited toincluding reasonable outside attorney's fees and expenses, attorneys fees) arising from incurred by Licensee by reason of the breach of any warranty, representation or covenant agreement made by Licensor hereunder, provided, however, Licensor shall not be liable for loss of profits or for consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the Programs other than as specified herein, or after the expiring or earlier termination of this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability Licensee agrees to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless ExciteLicensor, its affiliates, officers, directors, employees, consultants successors and agents assigns, free and harmless from any and all third party claims, liabilitydamages, damages and/or liabilities, costs (includingor expenses, but not limited toincluding reasonable outside attorney's fees and expenses arising out of or in connection with the use by Licensee, attorneys fees) its successors, assigns and sub-licensees of the prints or Programs hereunder, or arising from: i) The out of or by reason of any breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyrightagreement made by Licensee hereunder, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all other than such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability items for which Licensor is obligated to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimindemnify Licensee hereunder. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor A. IDI® and the Materials are based on the relevant research and insights of Company and its constituent members. Except as expressly provided in this License, neither Company nor any of its members make any claim or warranty regarding the use of the Materials or the fitness or suitability of same for QA’s use, and QA remains solely responsible for the appropriate use of such Materials. B. Company warrants that it owns, or has obtained the right to distribute and make available as specified to QA for the uses contemplated in this AgreementLicense, any and all content provided the Materials. Company agrees to Excite or made available to third parties in connection with this Agreement. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. c) Excite will indemnify, defend defend, and hold harmless SponsorQA, its employees, agents, and affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liabilitycauses of actions, damages and/or costs losses, damages, judgments, and liabilities (includingincluding reasonable attorneys’ fees and costs) arising from (i) a breach of the foregoing warranty; or (ii) any claim that the Materials infringe or violate any third party’s intellectual property rights. C. QA agrees to indemnify, defend, and hold harmless Company and its members, officers, employees and agents from and against any and all claims, damages, losses, liabilities, and expenses (including but not limited to reasonable attorneys’ fees and costs) arising out of or relating to, attorneys feesdirectly or indirectly, the QA’s, its clients, agents, and/or representatives’ (i) arising from use of the Materials; (ii) misuse of Data; (iii) breach of any warranty, representation this License; or covenant in this Agreement. Sponsor will promptly notify Excite (iv) violation of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided thatinternational, if any settlement requires an affirmative obligation offederal, results in any ongoing liability to state or prejudices local law, regulation, or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimordinance. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED D. NOTWITHSTANDING ANY PROVISIONS TO THE CONTRARY IN THIS AGREEMENTLICENSE, NEITHER PARTY MAKES ANY WARRANTY IN NO EVENT WILL COMPANY BE LIABLE UNDER OR IN CONNECTION WITH THE THIS LICENSE OR ITS SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS UNDER ANY AND ALL IMPLIED WARRANTIESLEGAL OR EQUITABLE THEORY, INCLUDING ALL IMPLIED WARRANTIES BREACH OF MERCHANTABILITY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND FITNESS OTHERWISE, FOR A PARTICULAR PURPOSE REGARDING ANY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE MATERIALS; (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY; (d) COST OF REPLACEMENT GOODS OR SERVICES; (e) LOSS OF GOODWILL OR REPUTATION; OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH SUBJECT MATTERLOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. E. IN NO EVENT WILL THE AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR RELATED TO THIS LICENSE, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID BY QA TO COMPANY UNDER THIS LICENSE IN THREE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Warranty and Indemnity. (a) Sponsor warrants The Reseller shall make no warranties or guaranties with respect to the Products or the use thereof except as may from time to time be authorized in writing by Bose. Sales shall be made under the Bose warranty as in effect at the time, which shall be provided to purchasers at retail from the Reseller. Warranty cards or similar materials provided by Bose shall be furnished by the Reseller to each consumer. The Reseller agrees to comply at all times with the requirements of the so-called Federal Consumer Products Warranties Act (Title I of the Xxxxxxxx-Xxxx Warranty—Federal Trade Commission Improvement Act), and to take all actions that it ownsBose may from time to time reasonably request for the purpose of compliance with that Act. (b) The liability of Bose, if any, for damages for any claim of any kind whatsoever and regardless of the legal theory, with regard to any order placed by the Reseller hereunder, regardless of the delivery or nondelivery of such Products, or has obtained with respect to the Products covered thereby, shall not be greater than the actual purchase price of the Products with respect to which such claim is made. Under no circumstances shall Bose be liable to the Reseller for compensation, reimbursement or damages on account of the loss of present or prospective profits, expenditures, investments or commitments, whether made in the establishment, development or maintenance of business reputation or goodwill or for any other reason whatsoever, and in no event shall Bose be liable to the Reseller for special, incidental or consequential damages. No General or Limited Partner, stockholder, officer, director, joint venturer, beneficiary, trustee, employee or other principals, agents, or representatives, (hereinafter the “Affiliates”) whether disclosed or undisclosed of Bose shall be personally liable to Reseller. (c) Bose shall have no obligation with respect to any action or claim of infringement which is based upon or arises out of the use of any Product, or any part thereof (a) in a manner for which it was not intended; (b) in a modified form without the permission of Bose; or (c) in combination with any other system, equipment or devices not contemplated by the applicable Model Specifications. Reseller shall not be entitled to indemnification for infringement unless Reseller (a) gives Bose prompt written notice of any action or threat of action, the ground for such action and all prior claims relating to any actual or threatened action; (b) gives Bose in writing the sole control of the defense of the action and all negotiations for its settlement or compromise and (c) fully and completely cooperates with Bose in its defense of the action and all negotiations for its settlement or compromise. The indemnification shall not apply to any claim of patent or copyright infringement based upon the use of any part, component or other device furnished or supplied by Reseller. IN NO EVENT SHALL BOSE BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES RELATING TO ANY BOSE PRODUCT. (d) If any Product, or any part thereof, supplied by Bose hereunder, becomes or in Bose opinion is likely to become the subject or claim of infringement of a United States or foreign patent or copyright, Reseller shall permit Bose, at Bose option and expense (a) to procure for Reseller the right to distribute continue using and make available as specified in this Agreementselling the Product, any and all content provided or (b) to Excite replace or made available to third parties in connection with this Agreementmodify the Product so that it becomes noninfringing. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. c) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED FOR THE EXPRESS WARRANTY SET FORTH IN THIS SECTION 8, BOSE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO BOSE PRODUCTS SOLD PURSUANT TO THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTERPURPOSE.

Warranty and Indemnity. a) Sponsor Licensor represents and warrants that (i) it owns, or has obtained the right to distribute grant this license for the telecasting of the Pictures herein specified, including the sound tracks forming a part thereof, and make available as specified that Licensee's exercise of the rights granted hereunder will not violate the right of others, including without limitation trademark, copyright, privacy or publicity; (ii) each of the Pictures is, or upon delivery will be, completely finished, fully edited and titled and fully synchronized with dialogue, sound and music and in this Agreementall respects ready and of technical quality, adequate for commercial television exhibition; (iii) each picture consists, or upon delivery will consist, of a continuous and connected series of scenes, telling or presenting a story, free from any obscene material and suitable for television exhibition; (iv) Licensor has the right and authority to grant all content provided rights granted to Excite Licensee hereunder. Licensor has not sold, assigned, licensed, granted, encumbered or made available utilized any Picture or any of the literary or musical properties used in the Pictures in any way that may negatively affect or impair the rights, licenses and privileges granted to third parties Licensee, and Licensor will not do so during the Term; and (v) all claims and rights of owners of copyright or other rights appearing, used or recorded in connection with this Agreement. b) Sponsor warrants that the Content each Picture have been, or prior to delivery will comply with the description be, fully paid and technical specifications contained in Exhibit A. c) Excite will indemnify, defend discharged. Licensor agrees to indemnify and hold harmless SponsorLicensee, its affiliates, officers, directors, employees, consultants successors and agents assigns free and harmless from any and all third party claims, liabilitydamages, damages and/or liabilities, costs (includingor expenses, but not limited toincluding reasonable attorney's fees and expenses, attorneys fees) arising from incurred by Licensee by reason of the breach of any warranty, representation or covenant agreement made by Licensor hereunder, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to defend at its own expense any action or proceedings arising out of an alleged breach of the foregoing, warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to Licensor to defend or settle same, and cooperates fully with Licensor in the defense thereof. Licensee represents and warrants that it has the right to enter into this Agreement and to fully perform its obligations hereunder that it will not permit the transmission of the pictures other than as specified herein, or after the expiring or earlier termination of this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability Licensee agrees to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless ExciteLicensor, its affiliates, officers, directors, employees, consultants successors and agents assigns, free and harmless from any and all third party claims, liabilitydamages, damages and/or liabilities, costs (includingor expenses, but not limited toincluding reasonable attorney's fees and expenses arising out of or in connection with the use by Licensee, attorneys fees) its successors, assigns and sublicensees of the prints or pictures hereunder, or arising from: i) The out of or by reason of any breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyrightagreement made by Licensee hereunder, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all other than such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability items for which Licensor is obligated to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimindemnify Licensee hereunder. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor Licensor represents and warrants that it owns, or has obtained the right to distribute grant this license for the telecasting of the pictures herein specified, including the sound tracks forming a part thereof, and make available as specified in this Agreementthat such use of by Licensee will not violate the right of others. Licensor agrees to indemnify and hold Licensee, its officers, employees, successors and assigns free and harmless from any and all content provided claims, damages, liabilities, costs or expenses, including reasonable attorney’s fees and expenses, incurred by Licensee by reason of the breach of the foregoing warranty, provided, however, Licensor shall not be liable for loss of profits or consequential damages. Licensor agrees to Excite defend at its own expense any action or made available proceedings arising out of an alleged breach of the foregoing warranty, provided, however, that Licensee notifies Licensor promptly of any such claim or of the commencement of any such action or proceedings, delegates complete and sole authority to third parties Licensor to defend or settle same, and cooperates fully with Licensor in connection with this Agreement. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. c) Excite will defense thereof. Similarly, Licensee agrees to indemnify, defend and hold harmless SponsorLicensor, its affiliates, officers, directors, employees, consultants successors and agents assigns, free and harmless from any and all third party claims, liabilitydamages, damages and/or liabilities, costs (includingor expenses, but not limited toincluding reasonable attorney’s fees and expenses arising out of or in connection with the use by Licensee, attorneys fees) its successors, assigns and sublicensees of the prints or pictures hereunder, or arising from the out of or by reason of any breach of any warranty, undertaking, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to agreement made or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimentered into herein on Licensee’s part. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor A. Licensee warrants that the Content Products shall be of good quality in design, material, and workmanship, and that they shall be suitable for their intended purposes; that no injurious, poisonous, deleterious or toxic substances or materials will comply be used in or on the Products; that the Products in normal and proper use will not harm the user thereof; and that the Products will be manufactured, sold and distributed in strict compliance with the description all applicable laws and technical specifications contained in Exhibit A. c) Excite will indemnifyregulations. Licensee agrees to defend, defend indemnify and hold Licensor harmless Sponsoragainst any liabilities and expenses arising out of use by any person of Products sold by Licensee. Similarly, its affiliatesLicensor will defend, officersindemnify and hold Licensee harmless from all product liability on any other products bearing the Trademarks not manufactured, directorssold, employeesdistributed or advertised by the Licensee, consultants and agents from Licensee shall give Licensor prompt notice in writing of all such suits, claims or other actions or proceedings brought against it. B. Licensee agrees to defend, indemnify and hold Licensor harmless against any liabilities and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) expenses arising from the breach infringement of any warrantya patent or copyright caused by the manufacture, representation advertisement or covenant in this Agreement. Sponsor sale of the Products. C. Licensor will promptly notify Excite Licensee in writing of any all suits, claims or other actions or proceedings brought against Licensor and against which Licensee has agreed to defend, indemnify and hold Licensor harmless. Licensee at its sole expense agrees to defend the same; provided, however, that Licensor shall have given Licensee prompt notice in writing and shall have given Licensee all such claims pertinent information in Licensor's possession to enable and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability permit Licensee to or prejudices or detrimentally impacts Sponsor in any way defend. D. Licensee shall procure and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have maintain at its own counsel expense in attendance full force and effect at all proceedings times during which the Products are being sold and substantive negotiations relating for three (3) years after the sales are complete, a Commercial General Liability Insurance with limits and conditions set as follows: throughout the term of the Agreement, Licensee will carry a Commercial General Liability Insurance on an Occurrence Basis with a Combined Single Limit for Bodily Injury and Property Damage of not less than $1,500,000 for each Occurrence and to such claim. d) Sponsor will indemnifyinclude Blanket Contractual Liability, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.Product/ Completed Operations,

Warranty and Indemnity. a13.1 To the extent the Liabilities (defined below) Sponsor warrants that it owns, or has obtained the right are not paid from insurance required to distribute and make available as specified in be maintained under this Agreement, each party does hereby agree to indemnify, protect, defend, and hold harmless (such indemnifying party being referred to as the "indemnitor") the other party (the "indemnitee") and the indemnitee's officers, agents, attorneys, customers, directors, subsidiaries, affiliates, parents, employees, licensees (collectively, the "Indemnified Parties") for, from and against all claims, demands, liabilities, damages, costs, suits, losses, liens, expenses, causes of action, judgments and fees (including court costs, reasonable attorneys' fees, costs of investigation, penalties, interest, and amounts paid in settlement) of any nature, kind or description or of any person or entity whomsoever, arising out of, or alleged to have arisen out of (in whole or in part) the performance of this Agreement and arising from the breach or warranties and guarantees set forth in Part 9; the negligence or misconduct of the indemnitor or any act outside the scope of the indemnitor's authority under this Agreement (collectively, the "Liabilities"). When the Liabilities are caused by the joint negligence or misconduct of both parties, or by the indemnitor and a third party (except the indemnitor's agents, employees, customers, licensees or invitees), the indemintor's duty to defend, indemnify and hold the indemnitee harmless shall be in proportion to the indemnitor's allocable share of the joint negligence or misconduct. Upon either party's receipt of written notice of any action, administrative or legal proceeding or investigation to which this indemnification may apply, such party shall promptly advise the other party in writing of the same, and the indemnitor shall assume on behalf of the indemnitee (and the other Indemnified Parties) and conduct with due diligence and in good faith the defense thereof with counsel satisfactory to the indemnitee; provided, however, that the indemnitee shall have the right, at its option, to be represented by advisory counsel of its own selection and at its own expense. In the event of failure by the indemnitor to fully perform in accordance with this paragraph, the indemnitee, at its option, and without relieving the indemnitor of its obligations, subject to the notice requirements of Paragraph 18, may so perform, but all costs and expenses so incurred by the indemnitee in that event shall be reimbursed by the indemnitor to the indemnitee, together with interest on the same from the date of the indemnitee's payment of such expense to the date of payment by the indemnitor at the rate of interest provided to be paid on judgments signed and entered in the State Superior Courts of California. Payment of any amount payable under this Paragraph 13 shall be made within five (5) days after receipt of written demand therefore. Such demand shall contain sufficient facts to apprise the indemnitor of the basis for such demand for indemnity. The indemnitee shall be entitled to any and all content remedies available at law or in equity, including without limitation, damages and all equitable remedies, as a means of collecting the indemnification to which entitled. All remedies for which the indemnitee shall be entitled shall be deemed independent and cumulative of one another. The obligations and indemnity provided to Excite or made available to third parties for in connection with this Paragraph 13 and Paragraph 9, shall survive the termination of this Agreement. b) Sponsor warrants that 13.2 Contractor shall maintain, at its cost, throughout the Content will comply with term of this Agreement and for at least one year following the description and technical specifications contained in Exhibit A. c) Excite will indemnifytermination, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from expiration or non-renewal of this Agreement for any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from reason the breach following insurance of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising fromtype specified below: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor Seller warrants that the Content products and services ordered hereunder shall be free from defects in workmanship and materials, are merchantable, shall strictly conform to applicable specifications, drawings, samples approved by Buyer, or other descriptions, if any, including performance specifications, shall be suitable for their intended purpose, will comply with the description be transferred to Buyer free of liens, claims and technical specifications contained encumbrances, and, if of Seller’s design, will be free from design defects. These warranties shall be in Exhibit A. c) Excite will indemnifyaddition to all other warranties, defend and hold harmless Sponsorexpress, implied or statutory. All warranties shall run to Buyer, its affiliatescustomers and subsequent owners of the products or end products of which they are a part. The Seller warranties the merchandise furnished under this purchase order for the terms considered under UCC. Seller agrees, officersat its expense, directorsto defend or, employeesat Xxxxx’s option, consultants assist in the defense of any action or claim against any of the Buyer Parties and agents their users and customers insofar as such action or claim is based upon or alleges breach of the foregoing warranty, negligence in assembly or design, strict liability in tort, failure to properly warn, or other breach of this Agreement. Seller agrees to indemnify the Buyer Parties and their users and customers from any and against all third party claims, liability, damages and/or costs expense (including, but not limited towithout limitation), attorneys attorney fees) arising , judgments, settlements, cost, loss, damage or liability resulting from the breach of any warrantyor all of said warranties, representation express or covenant implied, negligence in manufacture, assembly or design, strict liability in tort, or failure to properly warn, or other breach of this Agreement. Sponsor will Seller agrees to carry insurance adequate to cover any potential costs or liability hereunder and list Buyer as an additional insured but for only loss due to the negligence of the Seller or Seller’s manufacture and/or sale of products that do not meet the requirements of this Agreement. Notice of breach shall be deemed sufficient if given reasonably promptly notify Excite after discovery thereof by Xxxxx. All warranties shall be construed as conditions as well as promises and shall not be deemed to be exclusive. No provision of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided thatSeller’s quotation, if any settlement requires an affirmative obligation ofacknowledgment, results in any ongoing liability invoice or other communication from Seller to or prejudices or detrimentally impacts Sponsor Buyer shall in any way operate to disclaim, limit, exclude or modify the foregoing warranty. If the products ordered hereunder fail to comply with an applicable consumer product safety rule or contain a product defect, which creates a substantial risk of injury to the public, such that notification to the Consumer Product Safety Commission is appropriate, all costs and such obligationexpenses of any recall, liabilityvoluntary or involuntary, prejudice or impact can reasonably shall be expected the sole and exclusive responsibility of Seller, who agrees to be materialsave, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimBuyer Parties therefrom. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. c) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from the breach of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor Cyberian will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or; ii) Any claim that the Content infringes Cyberian's advertising banners infringe or violates violate any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains contain any defamatory content; iii) Any claim arising from any product or service offered through the Cyberian Site; or iv) Any claim arising from content displayed on the Cyberian Site. Excite will promptly notify Sponsor Cyberian of any and all such claims and will reasonably cooperate with Sponsor Cyberian with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require ExciteExcites written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. b) Excite will indemnify, defend and hold harmless Cyberian, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim arising from content displayed on the Excite Network. Cyberian will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Cyberian in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Cyberian's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. ec) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED IMPUED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor warrants that it owns, or has obtained the right to distribute and make available as specified in this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor Seller warrants that the Content products and services ordered hereunder shall be free from defects in workmanship and materials, are merchantable, shall strictly conform to applicable specifications, drawings, samples approved by Buyer, or other descriptions, if any, including performance specifications, shall be suitable for their intended purpose, will comply with the description be transferred to Buyer free of liens, claims and technical specifications contained encumbrances, and, if of Seller’s design, will be free from design defects. These warranties shall be in Exhibit A. c) Excite will indemnifyaddition to all other warranties, defend and hold harmless Sponsorexpress, implied or statutory. All warranties shall run to Buyer, its affiliatescustomers and subsequent owners of the products or end products of which they are a part. The Seller warranties the merchandise furnished under this purchase order for the terms considered under UCC. Seller agrees, officersat its expense, directorsto defend or, employeesat Buyer’s option, consultants assist in the defense of any action or claim against any of the Buyer Parties and agents their users and customers insofar as such action or claim is based upon or alleges breach of the foregoing warranty, negligence in assembly or design, strict liability in tort, failure to properly warn, or other breach of this Agreement. Seller agrees to indemnify the Buyer Parties and their users and customers from any and against all third party claims, liability, damages and/or costs expense (including, but not limited towithout limitation), attorneys attorney fees) arising , judgments, settlements, cost, loss, damage or liability resulting from the breach of any warrantyor all of said warranties, representation express or covenant implied, negligence in manufacture, assembly or design, strict liability in tort, or failure to properly warn, or other breach of this Agreement. Sponsor will Seller agrees to carry insurance adequate to cover any potential costs or liability hereunder and list Buyer as an additional insured but for only loss due to the negligence of the Seller or Seller’s manufacture and/or sale of products that do not meet the requirements of this Agreement. Notice of breach shall be deemed sufficient if given reasonably promptly notify Excite after discovery thereof by Buyer. All warranties shall be construed as conditions as well as promises and shall not be deemed to be exclusive. No provision of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided thatSeller’s quotation, if any settlement requires an affirmative obligation ofacknowledgment, results in any ongoing liability invoice or other communication from Seller to or prejudices or detrimentally impacts Sponsor Buyer shall in any way operate to disclaim, limit, exclude or modify the foregoing warranty. If the products ordered hereunder fail to comply with an applicable consumer product safety rule or contain a product defect, which creates a substantial risk of injury to the public, such that notification to the Consumer Product Safety Commission is appropriate, all costs and such obligationexpenses of any recall, liabilityvoluntary or involuntary, prejudice or impact can reasonably shall be expected the sole and exclusive responsibility of Seller, who agrees to be materialsave, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimBuyer Parties therefrom. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor Each of FairMarket and Excite warrants that it owns, or has obtained the right all necessary rights to distribute and make available as specified in this Agreement, any and all information, service or content provided to Excite the other party or made available to third parties in connection with this Agreement, including without limitation in the case of FairMarket, the FairMarket Auction Service(s). b) Sponsor warrants that the Content will comply with the description Each of FairMarket and technical specifications contained in Exhibit A. c) Excite will indemnify, defend and hold harmless Sponsorthe other party, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, reasonable attorneys fees) arising from the from: i) The breach of any warranty, representation or covenant by FairMarket or Excite, as applicable, in this Agreement. Sponsor ; or ii) Any claim that the Excite Outlet Center or any all information, service or content provided to Excite or FairMarket, as applicable or made available to third parties by FairMarket or Excite, as applicable, in connection with this Agreement infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. iii) A party seeking indemnification hereunder will promptly notify Excite the other party of any and all such claims and will reasonably cooperate with Excite with such other party in the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor the indemnified party in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsorthe indemnified party's written consent (not to be unreasonably withheld or delayed) and Sponsor may the indemnified party may, at its sole cost and expense, have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. ec) EXCEPT AS SPECIFIED IN THIS AGREEMENT, INCLUDING ALL EXHIBITS, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. a) Sponsor warrants that The Licensor warrants, represents and undertakes that: 1 if the latter is not in Open Access anyhow  it ownshas all legal right, or has obtained the right power and authority to distribute and make available as specified in enter into this Agreement, any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor warrants that supply the Content to the Licensee; and  the grant of the rights by the Licensor to the Licensee under this Agreement will comply with the description and technical specifications contained in Exhibit A. c) Excite will not violate any copyright or other proprietary right of any third party.  The Licensor agrees to indemnify, defend and hold the Licensee harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any cost, loss, liability or expense (including reasonable legal fees) incurred by the Licensee as a result of any claim, demand, or litigation (“Claim”) brought against the Licensee by any party other than the Licensor, provided that: o the Licensee shall promptly notify the Licensor of any such Claim; o the Licensor shall have sole control of the defense and all third party claimssettlement of any such Claim; o the Licensee shall provide the Licensor with reasonable assistance in such defense as the Licensor may reasonably require, liabilityat the Licensor’s cost; and o the Licensee shall not incur any cost or expense for the Licensor's account without the Licensor’s prior written consent.  Should the Licensor not confirm in writing to the Licensee within forty five (45) days after the date of the Licensee's notice of a claim under clause 10 par. 3, that the Licensor intends to defend against the action or thereafter fails to diligently defend against the action, the Licensee may defend and/or settle the action subject to the Licensor's indemnification as provided for herein.  To the fullest extent permitted by law, neither Party shall be liable to the other for consequential, indirect, special or exemplary damages and/or costs (including, including but not limited toto damages for loss of profits, attorneys fees) business or anticipated benefits whether arising from under tort, contract, negligence or otherwise whether or not foreseen, reasonably foreseeable or advised of the breach possibility of any warrantysuch damages, representation other than as provided for in clause 10. par.3  The express terms of this Agreement are in lieu of all warranties, conditions, undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, otherwise including but not limited to, attorneys fees) arising from: i) The breach to any implied warranties of merchantability or fitness for any warranty, representation or covenant in this Agreement; or ii) Any claim that particular purpose all of which are hereby excluded to the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimfullest extent permitted by law. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. (a) Sponsor Producer hereby warrants and represents that it owns, or has obtained the right to distribute enter into this Agreement and make available grant all rights herein granted and to fully perform all its obligations hereunder; that it owns or controls and will own or control all rights relating to HBO's distribution, exhibition or exploitation of the Development Materials or Program; that no portion of the Development Materials shall infringe upon or violate the right of privacy of, or right of publicity of, or constitute a libel or slander against, or defame, or violate any copyright, trademark or service mark, common law or any other right of, any person, firm or corporation; that Producer shall employ writers who shall be the sole authors of the Development Materials and that all such Development Materials shall be original with them and not copied in whole or in part from any other work or are in the public domain or otherwise controlled and owned by Producer; that all such writers employed by Producer shall enter into written agreements which shall provide that such work is specifically ordered or commissioned as specified a work made-for-hire and that there are no liens, claims or encumbrances whatsoever adversely affecting, or that would or might in this Agreementany way prejudice, Producer's grant of rights to HBO herein. (b) Producer assumes liability for, and shall indemnify, defend, protect, save and hold harmless HBO and TWE, their partners, divisions, subsidiary and affiliated divisions and companies, distributors, assigns, licensees and the respective shareholders, directors, officers, employees and agents of the foregoing (the "HBO Indemnified Parties") from and against any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor warrants that the Content will comply with the description and technical specifications contained in Exhibit A. c) Excite will indemnify, defend and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liabilityactions, suits, costs liabilities, judgments, obligations, losses, penalties, expenses or damages and/or costs (including, but not limited towithout limitation, attorneys feeslegal fees and expenses) of whatsoever kind and nature, imposed on, incurred by or American Artists Film Corp. As of October 5, 1998 Page 5 asserted against any of the HBO Indemnified Parties, arising from the breach out of any breach or alleged breach by Producer of any of its representation, warranty, representation covenant made or covenant in obligation assumed, by Producer pursuant to this Agreement. Sponsor will promptly notify Excite The provisions of any and all such this subparagraph 8(b) shall apply, without limitation, to claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimbrought by HBO against Producer. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from: i) The breach of any warranty, representation or covenant in this Agreement; or ii) Any claim that the Content infringes or violates any third party's copyright, patent, trade secret, trademark, right of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of any and all such claims and will reasonably cooperate with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. e) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

Warranty and Indemnity. (a) Sponsor Seller expressly warrants that it ownsall goods, material and workmanship will conform to applicable drawings, specifications, samples, or has obtained other descriptions given, will be merchantable and fit for the right purpose intended, and will be free from defects. All goods delivered shall meet all required UL/CSA or other international regulatory requirements as are mandated in the country of final sale. All goods delivered and services performed will be subject to distribute test and make available as specified inspection by Buyer at the place of manufacture or at destination or at both. Any of the goods found at any time to be damaged (including goods damaged due to unsatisfactory packaging by Seller) or defective or not in this Agreementconformity with Buyer's purchase order may be corrected by Buyer at Seller’s expense or rejected and returned at Seller’s expense. If Buyer elects to return such goods to Seller at any time, Buyer shall be entitled to a credit equal to the purchase price of the goods or services, plus 15% of the purchase price of the goods or services. However, Xxxxx’s inspection or failure to inspect shall in no way relieve Seller of responsibility hereunder. (b) To the fullest extent permitted by law, Seller agrees to indemnify and hold harmless Buyer from and against any and all content provided to Excite or made available to third parties in connection with this Agreement. b) Sponsor warrants that the Content will comply with the description liabilities, losses, damages, judgments, awards, costs, fees, and technical specifications contained in Exhibit A. c) Excite will indemnifyexpenses, defend including all incidental and hold harmless Sponsor, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, consequential damages and/or costs (including, but not limited to, attorneys feesattorneys' fees and costs of investigation) arising incurred by Buyer resulting from the breach or relating to any claim, notice, allegation, complaint, demand, action, lawsuit, investigation, proceeding, or other process or procedure of any warranty, representation or covenant in this Agreement. Sponsor will promptly notify Excite of any and all such claims and will reasonably cooperate with Excite with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Sponsor in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Sponsor's written consent (not to be unreasonably withheld or delayed) and Sponsor may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. d) Sponsor will indemnify, defend and hold harmless Excite, its affiliates, officers, directors, employees, consultants and agents from any and all third party claims, liability, damages and/or costs kind (including, but not limited to, attorneys fees) arising from: i) The Buyer’s own internal investigations, proceedings processes or procedures, and those based in whole or part on patent, trademark or copyright infringement, negligence, product liability, quality defects, willful misconduct, breach of express or implied warranties, strict liability, deceptive or unfair trade practices, advertising liability, governmental statute or regulation, and the like) and caused by, arising out of or in any warrantyway resulting from the goods, representation materials, products, or covenant services provided, shipped, furnished or delivered or services performed by Seller to, for, or on behalf of Buyer. The obligations of Seller under this Section 7(b) shall survive cancellation or termination of each purchase order agreement. The obligations of Seller under this Section 7(b) are independent and do not in any way limit or satisfy the obligations of Seller to Buyer under any other provision of this Agreement; oragreement. ii(c) Any claim In the event that Buyer becomes subject to any investigation or report to a governmental agency or voluntary standards organization relating to compliance with safety regulations or product safety, or becomes subject to any corrective action plan, consent agreement or order requiring corrective action (including without limitation notice, recall, retrofit, repair, replacement or the Content infringes refund of purchase price of said products or violates services, whether at the wholesale, retail or consumer distribution level), whether such corrective action plan, consent agreement or order is voluntary or is a mandate of any third partygovernmental agency or voluntary standards organization, or becomes subject to Buyer's copyrightown investigation relating to compliance with safety regulations or product safety, patentas the result of, trade secretarising from or in any way related to the goods, trademarkmaterials, right products or services provided, shipped, furnished or delivered or services performed by Seller to, for, or on behalf of publicity or right of privacy or contains any defamatory content. Excite will promptly notify Sponsor of Buyer, Seller agrees to defend, protect, indemnify and hold harmless Buyer from any and all expenses and liabilities (including without limitation attorneys' fees and expenses, administrative costs and expenses, costs of investigation, notice, corrective action, recall, repair, replacement or the refund of the purchase price) which may be incurred in connection with any such claims and will reasonably cooperate investigation, corrective action plan, consent agreement or order requiring corrective action, or in assuring compliance or aiding or assisting compliance with Sponsor with the defense and/or settlement thereof; provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts Excite in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require Excite's written consent (not to be unreasonably withheld or delayed) and Excite may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claimmandates. e(d) EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTERThe obligations of Seller under this Section 7 shall survive cancellation or termination of Buyer’s purchase.