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the Customer,or Customer,or the Customer,or
<br /> discovery,of the error discovery,of the error J error discovery
<br /> 12. Warranty Limitations and Disclaimers. EXCEPT AS SET FORTH ABOVE IN SECTION 10, FIRST DUE
<br /> MAKES AND THE CUSTOMER RECEIVES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY
<br /> REGARDING OR RELATING TO THE SUBJECT MATTER HEREOF. FIRST DUE SPECIFICALLY DISCLAIMS, TO THE
<br /> FULLEST EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
<br /> PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO THE SUBJECT MATTER HEREOF, INCLUDING
<br /> WITHOUT LIMITATION THE SERVICE.
<br /> 13. Customer Representations,Data Rights,and Use Restrictions.The Customer represents and warrants that the
<br /> Customer is authorized and has all rights necessary to enter into this Agreement, to provide the Data
<br /> furnished by the Customer to First Due, and to use the Service and Data, and Customer will only use the
<br /> Service and Data, as permitted under this Agreement and in accordance with the laws, regulations, and
<br /> any third-party agreements applicable to the Customer and Customer Users.Without limiting the generality
<br /> of the foregoing, Customer shall not cause or permit any Data to be uploaded to the Service or used in
<br /> connection with the Service in any manner that would violate any third-party intellectual property rights or
<br /> license between Customer and any third party.Customer agrees not to use or permit the use of the Service
<br /> and Data in connection with any public or private enterprise other than operation and performance of the
<br /> Customer's functions and services. In addition, the Customer and the Customer Users shall not copy,
<br /> distribute, license, reproduce, publish, modify, or otherwise use any Personally Identifiable Information (PII)
<br /> contained within the Data accessed through the Service for any purpose other than to lawfully carry out
<br /> the services and duties of the Customer.The Customer shall remain responsible for the performance, acts
<br /> and omissions of each Customer User as if such activities had been performed by the Customer.
<br /> 14. Indemnification.
<br /> a. First Due will indemnify, defend and hold harmless the Customer from and against any and all
<br /> damages, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorneys'
<br /> fees) (collectively, "Losses") resulting from any third-party claim, suit, action, investigation or
<br /> proceeding (each, an "Action") brought against the Customer based on the infringement by First
<br /> Due of any third-party issued patent, copyright or registered trademark, except to the extent such
<br /> Action is based on Data furnished from the Customer, the Customer's breach of any third party
<br /> agreement, or any combination or integration of the Service with any Customer- or third-party
<br /> property, method or system.
<br /> b. The Customer will indemnify, defend and hold First Due harmless from and against any and all
<br /> Losses arising from or relating to: (i) any breach by the Customer of Section 8; or (ii) any Action by
<br /> a Customer User or third party arising from or relating to the use of the Service or Data accessed
<br /> through the Service, except to the extent such Losses are subject to Section 14(a) or result from the
<br /> gross negligence or willful misconduct of First Due.
<br /> c. Such indemnification under Sections 14(a) and 14(b) will be provided only on the conditions that:
<br /> (a) the indemnifying party is given written notice reasonably promptly after the indemnified party
<br /> receives notice of such Action; (b) the indemnifying party has sole control of the defense and all
<br /> related settlement negotiations, provided any settlement that would impose any monetary or
<br /> injunctive obligation upon the indemnified party shall be subject to such party's prior written
<br /> approval; and (c) the indemnified party provides assistance, information and authority as
<br /> reasonably required by the indemnifying party.
<br /> 15. Limitation of Liability. EXCEPT FOR ITS INDEMNIFICATION OBLIGATIONS IN SECTION 14, AND EXCEPT FOR
<br /> CLAIMS OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD, FIRST DUE SHALL NOT BE LIABLE TO THE
<br /> CUSTOMER OR CUSTOMER USERS FOR ANY INDIRECT, INCIDENTAL,CONSEQUENTIAL,SPECIAL OR EXEMPLARY
<br /> DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SERVICES OR DATA, EVEN IF THE
<br /> CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR ITS INDEMNIFICATION
<br /> OBLIGATIONS IN SECTION 14, AND EXCEPT FOR CLAIMS OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR
<br /> FRAUD, FIRST DUE SHALL NOT BE LIABLE TO THE CUSTOMER OR CUSTOMER USERS FOR ANY DAMAGES IN
<br /> CONNECTION WITH THIS AGREEMENT IN EXCESS OF THE AMOUNT OF FEES PAID OR PAYABLE BY THE CUSTOMER
<br /> First Due Agreement for Services,Feb 2026 Page 4 of 14
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