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109738\153265\46611157.8
<br />seventy-two (72) hours, and shall provide Selectron
<br />with all information reasonably necessary for
<br />Selectron to understand any effects the incident may
<br />have on Selectron, the Licensed Software, or the
<br />services provided under this Agreement.
<br />8.7 Limited Scope of PCI Data
<br />Processing. The parties acknowledge that Selectron’s
<br />sole processing of PCI Data on behalf of Licensee shall
<br />consist of (a) collecting PCI Data needed to facilitate
<br />payments to Licensee, (b) transmitting such PCI Data
<br />to a third party payment gateway designated by
<br />Licensee, and (c) receiving confirmation via the
<br />payment gateway that the payment transaction has
<br />been completed. After transmittal of PCI Data to the
<br />payment gateway, Selectron will not retain, store, or
<br />continue to use or process such PCI Data.
<br />8.8 No Other Data Security Terms.
<br />This Agreement contains the sole and exclusive terms
<br />with respect to data security, network access, and
<br />information privacy that apply to the Licensed
<br />Software. All other terms not contained in this
<br />Agreement are of no force or effect on Selectron.
<br />8.9 Licensee’s Privacy Practices.
<br />Licensee acknowledges that the Licensee Data includes
<br />information about individuals with whom Licensee,
<br />rather than Selectron, has direct relationships.
<br />Therefore, it is Licensee’s obligation, and not
<br />Selectron’s obligation, to provide any privacy notices
<br />or disclosures to, and obtain any consent from, such
<br />individuals as may be required by applicable law with
<br />respect to processing of the Licensee Data by Selectron
<br />on Licensee’s behalf. Licensee represents, warrants,
<br />and covenants to Selectron that (a) Licensee has the
<br />authority to transmit the Licensee Data to Selectron;
<br />and (b) Selectron’s collection, storage, transmittal, and
<br />other processing of the Licensee Data on behalf of
<br />Licensee, as described in the Documentation and this
<br />Agreement, does not and will not violate any
<br />applicable laws, regulations, ordinances, contracts,
<br />policies, orders, or decrees to which Licensee is
<br />subject.
<br />9. Indemnification
<br />9.1 Infringement Indemnity
<br />Obligations of Selectron. Selectron shall defend any
<br />action brought against Licensee to the extent it is
<br />based on a third party claim that use by Licensee of the
<br />Licensed Software as furnished hereunder, which use
<br />is in accordance with the terms and conditions of this
<br />Agreement, directly infringes or misappropriates any
<br />valid United States patent, copyright, or trade secret.
<br />Selectron shall pay any liabilities, costs, damages, and
<br />expenses (including reasonable attorney’s fees) finally
<br />awarded against Licensee in such action that are
<br />attributable to such claim. Licensee agrees to promptly
<br />notify Selectron of any known or suspected infringement
<br />or misappropriation of Selectron’s proprietary rights of
<br />which Licensee becomes aware. Should the Licensed
<br />Software become, or be likely to become in Selectron’s
<br />opinion, the subject of any claim of infringement,
<br />Selectron may, at its option (a) procure for Licensee the
<br />right to continue using the potentially infringing
<br />materials; (b) replace or modify the potentially infringing
<br />materials to make them non-infringing; or (c)
<br />terminate this Agreement and provide Licensee with a
<br />refund equal to the set-up fees paid by Licensee, less an
<br />amount equal to the depreciated portion of such fees
<br />calculated on a five (5) year straight-line basis. This
<br />Section 9.1 and states the entire liability of Selectron and
<br />the exclusive remedy of Licensee with respect to
<br />infringement of any third-party intellectual property or
<br />other rights, whether under theory of warranty,
<br />indemnity, or otherwise.
<br />9.2 Infringement Exclusions. Selectron
<br />shall have no liability for any claim based upon (a) the use,
<br />operation, or combination of the Licensed Software with
<br />non-Selectron programs, data, equipment, or
<br />documentation if liability would have been avoided but for
<br />such use, operation, or combination; (b) use of other than
<br />the then-current, unaltered version of the Licensed
<br />Software that incorporates all Updates; (c) Licensee’s or its
<br />agents’ or Employees’ activities after Selectron has
<br />notified Licensee that Selectron believes such activities
<br />may result in infringement; (d) any modifications to or
<br />markings of the Licensed Software that are not specifically
<br />authorized in writing by Selectron; (e) any third party
<br />software; (f) any Licensee Data; or (g) Licensee’s breach or
<br />alleged breach of this Agreement.
<br />9.3 Security Related Indemnity
<br />Obligations of Selectron. If an investigation performed
<br />by a qualified third part forensic investigator confirms
<br />that a Security Incident was caused primarily by an act or
<br />omission of Selectron, including any security vulnerability
<br />in system components, procedures, or environments
<br />owned or controlled by Selectron, then Selectron shall
<br />defend, indemnify, and hold harmless Licensee for, from
<br />and against all liabilities, costs, damages, fines, penalties,
<br />and expenses (including reasonable attorney’s fees)
<br />incurred by Licensee as a result of such Security Incident,
<br />including the reasonable costs of investigation and
<br />reasonable costs of notification to affected individuals
<br />and providing credit monitoring or other fraud prevention
<br />services, but only to the extent such notification, credit
<br />monitoring, or other fraud prevention services are
<br />required by applicable laws, regulations, a court order or
<br />consent decree, or the terms of a settlement and release
<br />Docusign Envelope ID: 387D777D-8080-8C8A-81D9-2D8903B7172D
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