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Customer in accordance with Section 7.2(Termination for Breach),PowerDMS will refund to Customer any prepaid
<br /> fees covering the remainder of the Subscription Term after the effective date of termination.
<br /> 7.5. Suspension. PowerDMS may suspend Customer's or any User's right to access or use any portion of the
<br /> Services if PowerDMS determines that Customer's or Users' use of the Services (i) poses a security risk to the
<br /> Services, PowerDMS or any third party,(ii)may adversely impact the Services,or the networks or data of any other
<br /> PowerDMS customer,business partner or service provider,(iii)does not comply with this Agreement,a Service Order
<br /> or applicable law,or(iv) may subject PowerDMS or any third party to liability. PowerDMS will endeavor to provide
<br /> as much notice as is reasonably practicable under the circumstances, and to reinstate the Services as soon as
<br /> reasonably practicable following resolution of the issue.
<br /> 8. Representation and Warranties;Disclaimers
<br /> 8.1. PowerDMS. PowerDMS represents and warrants that (a) it has the full power and authority to enter into
<br /> this Agreement, to perform its obligations under this Agreement, and to grant the licenses and rights granted to
<br /> Customer in this Agreement;(b)this Agreement is the legal,valid,and binding obligation of PowerDMS,enforceable
<br /> against it in accordance with the terms hereof, except to the extent such enforceability may be limited by
<br /> bankruptcy, reorganization, insolvency or similar laws of general applicability governing the enforcement of the
<br /> rights of creditors or by the general principles of equity(regardless of whether considered in a proceeding at law or
<br /> in equity) (c) it will comply with all applicable laws relating to its performance and/or obligations under this
<br /> Agreement; (d) this Agreement does not conflict with any other contract or obligation to which it is a party or by
<br /> which it is bound,and(e)it will perform the Services in accordance with this Agreement in a timely,professional and
<br /> workmanlike manner.
<br /> 8.2. Customer.Customer represents and warrants that(a)it has the full power and authority to enter into this
<br /> Agreement, to perform its obligations under this Agreement, and to grant the licenses and rights granted to
<br /> PowerDMS; (b) this Agreement is the legal, valid, and binding obligation of Customer, enforceable against it in
<br /> accordance with the terms hereof, except to the extent such enforceability may be limited by bankruptcy,
<br /> reorganization,insolvency or similar laws of general applicability governing the enforcement of the rights of creditors
<br /> or by the general principles of equity(regardless of whether considered in a proceeding at law or in equity);(c)this
<br /> Agreement does not conflict with any other contract or obligation to which it is a party or by which it is bound;and
<br /> (d)it will comply with all applicable laws relating to its performance and/or obligations under this Agreement.
<br /> 8.3. Disclaimer of Implied Warranties. THE WARRANTIES SET FORTH IN SECTION 8.1 AND 8.2 ARE LIMITED
<br /> WARRANTIES AND ARE THE ONLY WARRANTIES MADE BY POWERDMS AND CUSTOMER, HEREUNDER,
<br /> RESPECTIVELY. EACH OF POWERDMS AND CUSTOMER EXPRESSLY DISCLAIMS, AND THE OTHER PARTY HEREBY
<br /> EXPRESSLY WAIVES,ALL OTHER WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE SUBJECT MATTER OF
<br /> THIS AGREEMENT, INCLUDING THE SERVICES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
<br /> MERCHANTABILITY,TITLE, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OPERATION,
<br /> UNINTERRUPTED ACCESS, THAT THE SERVICES ARE SECURE, OR THAT THE SERVICES WILL BE AVAILABLE
<br /> CONSTANTLY AND IN AN UNINTERRUPTED MANNER AND ANY OTHER IMPLIED WARRANTY ARISING FROM COURSE
<br /> OF DEALING OR COURSE OF PERFORMANCE.IN ADDITION,ALLTHIRD-PARTY OFFERINGS ARE PROVIDED"AS-IS"AND
<br /> ANY REPRESENTATION OR WARANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND
<br /> THE THIRD-PARTY OWNER. POWERDMS MAKES NO WARRANTY THAT THE SERVICES WILL COMPLY WITH THE LAWS
<br /> (INCLUDING WITHOUT LIMITATION ANY LAWS RESPECTING DATA PRIVACY)OF ANY JURISDICTION OUTSIDE OF THE
<br /> UNITED STATES OF AMERICA.
<br /> 9. Indemnification
<br /> 9.1. By PowerDMS. PowerDMS will defend Customer from and against any claim, demand,suit or proceeding
<br /> made or brought against Customer by a third party alleging that the Services infringe or misappropriate such third
<br /> party's Intellectual Property Rights, provided PowerDMS is promptly notified of any and all such claims, demands,
<br /> suits or proceedings and given reasonable assistance and the opportunity to assume sole control over defense and
<br /> settlement.The foregoing obligations do not apply with respect to any infringement resulting from the modification
<br /> of the Services or combination of the Services with software, hardware, data, or processes not provided by
<br /> PowerDMS,the continued use of the Services by Customer after being notified of the alleged infringement or after
<br /> being informed of modifications that would have avoided the infringement, or Customer's use of the Services in
<br /> violation of this Agreement or the applicable Service Order.
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