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InfoSend MSA
<br />Version 3.4 4 | Page
<br />responsible to timely make appropriate objections to any
<br />Request to Disclose.
<br />
<br />Client will not disclose to any third party or use for any
<br />purpose inconsistent with this Agreement any
<br />confidential or proprietary non-public information it
<br />obtains from InfoSend during the term of this Agreement
<br />about InfoSend’s business (the “Confidential
<br />Information”), which Confidential Information shall
<br />include InfoSend’s operations, financial condition,
<br />technology, systems, suppliers, clients or prospective
<br />clients, marketing data, plans, pricing, and models, or
<br />personnel, unless required by applicable law. Client will
<br />ensure that its employees and agents similarly abide by
<br />the requirements hereof. Client will promptly notify
<br />InfoSend of its receipt of a Request to Disclose and
<br />Confidential Information, and InfoSend shall be
<br />responsible to timely make appropriate objections
<br />thereto.
<br />
<br />InfoSend, and its licensors, where applicable, owns all
<br />rights, title and interest, including all related Intellectual
<br />Property Rights, in and to InfoSend technology, the
<br />content and the Services. The InfoSend name, the
<br />InfoSend logo, and the product names associated with the
<br />Service are trademarks of InfoSend or third parties, and no
<br />right or license is granted to use them.
<br />
<br />9 Representations & Warranties
<br />
<br />9.1 InfoSend Representations and Warranties
<br />InfoSend represents and warrants that it has the legal
<br />power and authority to enter into this Agreement and that
<br />Services will be provided in a professional and
<br />workmanlike manner.
<br />
<br />InfoSend warrants that the Services will materially
<br />perform the functions that the Client has selected under
<br />normal use and circumstances and that InfoSend shall use
<br />commercially reasonable measures to protect Client Data
<br />to the extent that it retains such data in the operation of
<br />the Services. Provided that Client gives InfoSend written
<br />notice of failure to meet the foregoing warranty within
<br />sixty (60) days following delivery of any Services, or as
<br />otherwise specified in a Statement of Work (“SOW”),
<br />InfoSend warrants that it will use commercially
<br />reasonable efforts to correct any Services that fail to
<br />comply with the foregoing warranty. If there is no notice
<br />by Client within sixty (60) days following delivery of any
<br />Services, or as otherwise specified in a Statement of Work
<br />(“SOW”), it shall be deemed Client has accepted the
<br />Services and waived any claims to the otherwise.
<br />9.2 Client Representations and Warranties
<br />Client represents and warrants that it has the legal power
<br />and authority to enter into this Agreement and provide to
<br />InfoSend all information and data necessary for InfoSend
<br />to perform the Services. Client further warrants that it will
<br />comply with all laws, regulations, and compliance
<br />requirements applicable to Client’s and User’s activities
<br />covered by this Agreement.
<br />
<br />9.3 Warranty Disclaimer
<br />Except as expressly set forth in Section 9.1 above, InfoSend
<br />disclaims all other representations or warranties, express
<br />or implied, made to Client or any other party, including
<br />without limitation, any warranties regarding quality,
<br />suitability, merchantability, fitness, for a particular
<br />purpose or otherwise of any services or any good provided
<br />incidental to the Services provided under this Agreement,
<br />to the extent permitted by applicable law.
<br />
<br />InfoSend and its licensors and payment processors do not
<br />represent or warrant that (i) the use of the Services will be
<br />uninterrupted or error-free, or operate in combination
<br />with any other hardware, software, system or data; or (ii)
<br />the Services will not delay in processing or paying to the
<br />extent such delay is caused by things outside the control of
<br />InfoSend. Services may be subject to the limitations,
<br />delays, and other problems inherent in the use of the
<br />Internet and electronic communications. InfoSend is not
<br />responsible for any delays, delivery failures, or other
<br />damage resulting from such problems.
<br />
<br />In performing the Services, InfoSend is responsible for
<br />producing for print or online display the content that
<br />Client provides to InfoSend. InfoSend is not responsible
<br />for reviewing the content for spelling or typos, nor is
<br />InfoSend responsible for verifying the accuracy or legality
<br />of the content. It is Client’s sole responsibility to verify
<br />that the content that InfoSend’s applications will produce
<br />on Client’s behalf is appropriate for distribution.
<br />
<br />9.4 Inbound Communication Services Disclaimer
<br />InfoSend Inbound Communication services are intended
<br />to receive communications and data from clients to
<br />facilitate the performance of InfoSend Services. While the
<br />inbound services have been created with certain available
<br />tools and practices, they are dependent on infrastructure
<br />that is inherently not fail-proof, including but not limited
<br />to infrastructure such as United States Postal Service
<br />(“USPS”) delivery standards, software, computer
<br />hardware, network services, telephone and SMS services,
<br />and email. Examples of situations that could cause failure
<br />include but are not limited to: USPS failure to deliver,
<br />DocuSign Envelope ID: 43E02F51-7A2C-4361-B8BB-6A57EFD149CD
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