***; (B) THE EXECUTION AND DELIVERY
OF THIS AGREEMENT, AND THE PERFORMANCE BY CUSTOMER OF ITS OBLIGATIONS HEREUNDER,
WILL NOT CONSTITUTE A BREACH OR DEFAULT OF OR OTHERWISE VIOLATE ANY AGREEMENT TO
WHICH SUCH PARTY OR ANY OF ITS AFFILIATES ARE A PARTY OR VIOLATE ANY RIGHTS OF
ANY THIRD PARTIES ARISING THEREFROM; (C) ***; AND (D) CUSTOMER HAS AND WILL
MAINTAIN ALL RIGHTS AS SHALL BE REQUIRED TO SEND THE INFORMATION IT
PROVIDES TO
GOOGLE PURSUANT TO THIS AGREEMENT.
GOOGLE DOES NOT WARRANT THAT THE SERVICES
WILL MEET ALL OF CUSTOMER'S REQUIREMENTS OR THAT PERFORMANCE OF THE SERVICES
WILL BE UNINTERRUPTED, VIRUS-FREE, SECURE OR ERROR-FREE.
EXCEPT AS EXPRESSLY
PROVIDED FOR HEREIN, NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT.
7
INDEMNIFICATION.
7.1
GOOGLE INDEMNITY.
GOOGLE WILL DEFEND, OR AT ITS OPTION SETTLE, ANY
THIRD PARTY LAWSUIT OR PROCEEDING BROUGHT AGAINST CUSTOMER BASED UPON OR
OTHERWISE ARISING OUT OF A CLAIM THAT *** NOTWITHSTANDING THE FOREGOING, IN NO
EVENT SHALL GOOGLE HAVE ANY OBLIGATIONS OR LIABILITY UNDER THIS SECTION ARISING
FROM: (I) USE OF ANY BETA FEATURES, (II) USE OF ANY SERVICES OR GOOGLE BRAND
FEATURES IN A MODIFIED FORM OR IN COMBINATION WITH MATERIALS NOT FURNISHED BY
GOOGLE, (III) ANY CONTENT, INFORMATION OR DATA PROVIDED BY CUSTOMER, END USERS
OR ANY OTHER THIRD PARTIES, (IV) ANY SEARCH RESULTS OR THIRD PARTY WEB SITES OR
CONTENT TO WHICH SUCH SEARCH RESULTS MAY LINK.
GOOGLE, IN ITS SOLE AND
REASONABLE DISCRETION, RESERVES THE RIGHT TO TERMINATE CUSTOMER'S CONTINUED USE
OF ANY SERVICES OR GOOGLE BRAND FEATURES WHICH ARE ALLEGED OR BELIEVED BY GOOGLE
TO INFRINGE, AND ***.
7.2
CUSTOMER INDEMNITY.
CUSTOMER WILL DEFEND, OR AT ITS OPTION SETTLE, ANY
THIRD PARTY LAWSUIT OR PROCEEDING BROUGHT AGAINST GOOGLE BASED UPON OR OTHERWISE
ARISING OUT OF: (A) CUSTOMER CONTENT, THE SITE(S), CUSTOMER CLIENT
APPLICATION(S) AND/OR CUSTOMER BRAND FEATURES; (B) *** (C) ANY CLAIM ALLEGING
FACTS THAT WOULD CONSTITUTE A BREACH OF CUSTOMER'S REPRESENTATIONS AND
WARRANTIES MADE IN SUBSECTION (B) OF THE SECOND SENTENCE OF SECTION 6.
7.3
GENERAL.
INDEMNIFICATION PROVIDED UNDER SECTIONS 7.1 AND 7.2 SHALL BE
LIMITED TO (A) PAYMENT BY THE INDEMNIFYING PARTY ("INDEMNITOR") OF ALL DAMAGES
AND COSTS FINALLY AWARDED FOR SUCH CLAIM, OR (B) SETTLEMENT COSTS APPROVED IN
WRITING BY THE INDEMNITOR.
THE FOREGOING OBLIGATIONS SHALL EXIST ONLY IF THE
PARTY SEEKING INDEMNIFICATION ("INDEMNITEE"): (I) PROMPTLY NOTIFIES THE
INDEMNITOR OF SUCH CLAIM, (II) PROVIDES THE INDEMNITOR WITH REASONABLE
INFORMATION, ASSISTANCE AND COOPERATION IN DEFENDING THE LAWSUIT OR PROCEEDING,
AND (III) GIVES THE INDEMNITOR FULL CONTROL AND SOLE AUTHORITY OVER THE DEFENSE
AND SETTLEMENT OF SUCH CLAIM.
THE INDEMNITEE MAY JOIN IN DEFENSE WITH COUNSEL
OF ITS CHOICE AT ITS OWN EXPENSE. THE INDEMNITOR SHALL ONLY REIMBURSE THE
INDEMNITEE FOR EXPENSES INCURRED BY THE INDEMNITEE WITH THE INDEMNITOR'S PRIOR
WRITTEN APPROVAL.
SECTION 7 STATES THE PARTIES' ENTIRE LIABILITY AND EXCLUSIVE
REMEDY WITH RESPECT TO INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL