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• *4* HOST COMPLIANCE LLC HOST COMPLIANCE Short-term Rental Compliance Monitoring and Associated Services HCSA-5-5-2016-P arising out of any claim by a third party against Customer to the extent based on an allegations that Host Compliance' technology used to provide the Services to the Customer infringes or misappropriates any copyright, trade secret, patent or trademark right of the third party. In no event will Host Compliance have any obligations or liability under this section arising from: (i) use of any Services in a modified form or in combination with materials not furnished by Host Compliance and (ii) any content, information, or data provided by Customers, End Users, or other third parties. 6.2 By Customer. Customer will indemnify, defend, and hold harmless Host Compliance to the extent permitted by Section 768.28, Florida Statutes from and against all liabilities,damages, and costs (including settlement costs and reasonable attorney's fees) arising out of any'claim by a third party against Host Compliance regarding: (i) Customer Data; (ii) Customer's use of the Services in violation of this Agreement; or (iii) End Users' use of the Services in violation of this Agreement. 6.3 Possible Infringement. If Host Compliance believes the Services infringe or may be alleged to infringe a third party's Intellectual Property Rights,then Host Compliance may (i) obtain the right for Customer, at Host Compliance' expense,to continue using the Services; (ii) provide a non-infringing functionally equivalent replacement for the Services; or (iii) modify the Services so that they no longer infringe. If Host Compliance does not believe the options described in this section are reasonable then Host Compliance may suspend or terminate this Agreement and/or Customer's use of the affected Services with no further liability or obligation to the Customer other than the obligation to provide the Customer with a pro-rata refund of pre-paid fees for the affected portion of the Services. 6.4 General. The party seeking indemnification will promptly notify the other party of the claim and cooperate with the other party in defending the claim. The indemnifying party will have full control and authority over the defense, except that: (i) any settlement requiring the party seeking indemnification to admit liability requires prior written consent, not to be unreasonably withheld or delayed and (ii)the other party may join in the defense with its own counsel at its own expense. The indemnities above are Host Compliance' and Customer's only remedy under this Agreement for violation by the other party of a third party's Intellectual Property Rights. 7.0 Exclusion of Warranties; Limitation of Liability. 7.1 Exclusion of Warranties. Except as explicitly set forth in this Agreement, Host Compliance makes no other representation,warranty or condition, express or implied, and expressly excludes all implied or statutory warranties or conditions of merchantability, merchantable quality, durability or fitness for a particular purpose, and those arising by statute or otherwise in law or from a course of dealing or usage of trade with respect to the Services. Host Compliance does not make any representations or warranties of any kind to client with respect to any third party software forming part of the Services 7.2 Limitation on Indirect Liability. To the fullest extent permitted by law,except for Host Compliance and Customer's indemnification obligations hereunder, neither Customer nor Host Compliance and its affiliates, suppliers, and distributors will be liable under this Agreement for (i) indirect, special, incidental, consequential, exemplary, or punitive damages,or (ii) loss of use, data, business, revenue, or www.hostcompliance.com 5 735 Market Street Floor 4 Tel: (754)888-HOST (4678) San Francisco, CA 94103