Map Server License Agreement
6. warranties, indemnification, and limitation of liability
6.1 warranties.
(a) aaa represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the state of _________(placename) and has authority to enter into this agreement and perform its obligations hereunder; and
(b) aaa represents and warrants that it has and will not grant any rights in the server technology to any third party that are inconsistent with the rights granted to bbb herein.
(c) bbb represents and warrants that it is a corporation duly organized, validly existing, and in good standing under the laws of the state of _________(placename) and has authority to enter into this agreement and perform its obligations hereunder.
(d) except as provided in this section 6.1, each party disclaims all warranties, either express, implied or statutory, including but not limited to any (if any) implied warranties of merchantability, of fitness for a particular purpose, of lack of viruses. the server technology, data, bbb updates, and maps are provided as is with all faults, and no warranties or promises are made that licensed materials will work or work for any particular purpose. also, there is no warranty of title, authority, or noninfringement in the licensed materials.
6.2 indemnification.
(a) aaa.
(i) aaa shall indemnify and hold harmless bbb and bbb's directors, officers, employees, and agents (each, an 'bbb claimant'), from any and all third party claims, demands, actions or causes of action, costs, liabilities, losses, expenses, damages, judgments, awards, charges and amounts paid in settlement (including (___) reasonable attorney's fees, costs and expert witness fees) brought against such bbb claimant to the extent it is based upon a claim that the server technology infringe any copyright or patent or misappropriate any trade secret of a third party ('bbb claims').
(ii) in the event any third party asserts a claim of infringement with respect to any server technology or any portion thereof, aaa shall notify bbb promptly and may, at aaa's expense, replace or modify the server technology or portion thereof with a version that is non infringing, provided that the replacement or modified version has substantially equivalent functionality to the version being replaced.
(iii) aaa shall have no obligation to indemnify under this section 6.2 to the extent an bbb claim arises out of an bbb claimant's continuing use of infringing server technology after (a) aaa has provided a noninfringing replacement with substantially equivalent functionality, and (b) the bbb claimant has had a reasonable amount of time to test and implement the replacement version.