|
l
<br /> including, without limitation, end-user license agreements for
<br /> ARTICLE 7 INDEMNIFICATION the Licensed Software. Comcast and its suppliers shall retain
<br /> ownership of the Licensed Software,and no rights are granted
<br /> 7.1 Comeast's Indemnification Obligations. Comcast to Customer other than a license to use the Licensed Software
<br /> shall indemnify defend, and hold harmless Customer and its under the terms expressly set forth in this Agreement.
<br /> parent company, affiliates, employees, directors, officers, and
<br /> agents from and against all claims, demands, actions, causes of 8.2 Restrictions. Customer agrees that it shall not: (i)
<br /> actions, damages, liabilities, losses, and expenses (including copy the Licensed Software(or any upgrades thereto or related
<br /> reasonable attorneys' fees) ("Claims") incurred as a result of written materials) except for emergency back-up purposes or
<br /> infringement of U.S.patent or copyright relating to the Comcast as permitted by the express written consent of Comcast; (ii)
<br /> Equipment or Comcast Licensed Software hereunder;damage to reverse engineer, decompile, or disassemble the Licensed
<br /> tangible personal property or real property,and personal injuries Software; (iii) sell, lease, license, or sublicense the Licensed
<br /> (including death) arising out of the gross negligence or willful Software; or (iv) create, write, or develop any derivative
<br /> misconduct of Comcast while working on the Customer Service software or any other software program based on the Licensed
<br /> Location, Software.
<br /> 7.2 Customer's Indemnification Obligations.Customer 8.3 Updates. Customer acknowledges that the use of
<br /> shall indemnify, defend, and hold harmless Comcast from any Service may periodically require updates and/or changes to
<br /> and all Claims arising on account of or in connection with certain Licensed Software resident in the Comcast Equipment
<br /> Customer's use or sharing of the Service provided under the or CE. If Comcast has agreed to provide updates and changes,
<br /> Agreement, including with respect to: libel, slander, such updates and changes may be performed remotely or on-
<br /> infringement of copyright, or unauthorized use of trademark, site by Comcast, at Comeast's sole option. Customer hereby
<br /> trade name, or service mark arising out of communications via consents to, and shall provide free access for, such updates
<br /> the Service; for patent infringement arising from Customer's deemed reasonably necessary by Comcast.If Customer fails to
<br /> combining or connection of CE to use the Service; for damage agree to such updates, Comcast will be excused from the
<br /> arising out of the gross negligence or willful misconduct of applicable Service Level Agreement and other performance
<br /> Customer with respect to users of the Service. credits, and any and all liability and indemnification
<br /> 7.3 Indemnification Procedures. The Indemnifying obligations regarding the applicable Service.
<br /> Party agrees to defend the Indemnified Party for any loss, 8.4 Export Law and Regulation. Customer
<br /> injury, liability, claim or demand ("Actions") that is the acknowledges that any products, software, and technical
<br /> subject of this Article 7. The Indemnified Party agrees to information (including, but not limited to, services and
<br /> notify the Indemnifying Party promptly, in writing, of any training) provided pursuant to the Agreement may be subject
<br /> Actions, threatened or actual, and to cooperate in every to U.S. export laws and regulations. Customer agrees that it
<br /> reasonable way to facilitate the defense or settlement of such will not use distribute, transfer, or transmit the products,
<br /> Actions. The Indemnifying Party shall assume the defense of software, or technical information (even if incorporated into
<br /> any Action with counsel reasonably satisfactory to the other products) except in compliance with U.S. export
<br /> Indemnified Party. The Indemnified Party may employ its regulations. If requested by Comcast,Customer also agrees to
<br /> own counsel in any such case, and shall pay such counsel's sign written assurances and other export-related documents as
<br /> fees and expenses. The Indemnifying Party shall have the may be required for Comcast to comply with U.S. export
<br /> right to settle any claim for which indemnification is available; regulations.
<br /> provided, however, that to the extent that such settlement
<br /> requires the Indemnified Party to take or refrain from taking 8.5 Ownership of Telephone Numbers and Addresses,
<br /> any action or purports to obligate the Indemnified Party, then Customer acknowledges that use of certain Services does not
<br /> the Indemnifying Party shall not settle such claim without the give it any ownership or other rights in any telephone number
<br /> prior written consent of the Indemnified Party, which consent or Internet/on-line addresses provided, including but not
<br /> shall not be unreasonably withheld,conditioned or delayed. limited to Internet Protocol("IP")addresses, e-mail addresses
<br /> ARTICLE 8. SOFTWARE&SERVICES and web addresses.
<br /> 8.1 License. If and to the extent that Customer requires 8,6 Intellectual Propea Rights in the Services. Title
<br /> the use of Licensed Software in order to use the Service and intellectual property rights to the Services are owned by
<br /> supplied under any Sales Order, Customer shall have a Comcast, its agents, suppliers or affiliates or their licensors or
<br /> personal,nonexclusive,nontransferable,and limited license to otherwise by the owners of such material. The copying,
<br /> use such Licensed Software in object code only and solely to redistribution, bundling or publication of the Services, in
<br /> the extent necessary to use the applicable Service during the whole or in part, without express prior written consent from
<br /> corresponding Service Term. All Licensed Software provided Comcast or other owner of such material,is prohibited.
<br /> to Customer,and each revised version thereof,is licensed(not
<br /> sold) to Customer by Comcast only for use in conjunction ARTICLE 9. CONFIDENTIAL INFORMATION AND
<br /> with the Service, Customer may not claim title to, or an PRIVACY
<br /> ownership interest in, any Licensed Software (or any
<br /> derivations or improvements thereto), and Customer shall 9.1 Disclosure and Use. All Confidential Information
<br /> execute any documentation reasonably required by Comcast, disclosed by either Party shall be kept by the receiving party in
<br /> i
<br />
|