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HOST COMPLIANCE HOST COMPLIANCE, LLC nmvaport Qr oRANicus -Short-term Rental Compliance Monitoring and Associated Services H CSA - 5-5-2016 - P 5.3 Refund or Payment upon Termination for Breach. If this Agreement is terminated by Customer in accordance with Section 5.2 (Termination for Breach), Host Compliance will refund Customer any prepaid fees covering the remainder of the term of all Subscriptions after the effective date of termination. If this Agreement is terminated by Host Compliance in accordance with Section 5.2 (Termination for Breach), Customer will pay any unpaid fees covering the remainder of the term of the Agreement. In no event will Customer's termination after the first 6 months relieve Customer of its obligation to pay any fees payable to Host Compliance for the period prior to the effective date of termination. 5.4 Effects of Termination for Breach. If this Agreement is terminated in accordance with Section 5.2 (Termination for Breach): (i) the rights granted by Host Compliance to Customer will cease immediately (except as set forth in this section); (ii) Host Compliance may provide Customer access to :its account at then -current fees so the Customer may export its Customer Data; and (iii) after a reasonable period of time, Host Compliance may delete with consent of Customer any Customer Data relating to Customer's account. The following sections will survive expiration or termination of this Agreement: 2.5 (Third Party Requests), 3.0 (Intellectual Property Rights; Confidentiality), 4.0 (Fees & Payments), 5.3 (Refund or Payment upon Termination for Breach), 5.4 (Effects of Termination for Breach), 6.0 (Indemnification), 7.0 (Exclusion of Warranties; Limitation of. Liability), and 8.0 (Miscellaneous). 6.0 Indemnification. 6.1 By Host Compliance. Host Compliance will indemnify, defend and hold harmless Customer 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 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';Roy claim by a third party against Host Compliance regarding: (i) Customer Data; (li) Customer's use of the Services in violation of this Agreement; or (iii) End Users' use of the Services in violation of this Agreement. 63 Possible Infringement, If Host Compliance believes the Services infringe or maybe 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 www,hostcompliance.com 4 408 St. Peter Street, Suite 600 Tel: (754) 888 -HOST (4678) St. Paul, MN 55102