ACKNOWLEDGES THAT THE AMOUNTS PAYABLE HEREUNDER ARE BASED IN
PART ON THESE LIMITATIONS. THE PARTIES AGREE THAT THESE LIMITATIONS
SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY.
13. INDEMNIFICATION
13.1 Indemnification. Each Party shall indemnify, defend and hold the other Party and its officers,
directors, employees, agents, successors and assigns harmless from and against all third-party
claims, suits, actions, damages, settlements, losses, liabilities, costs (including without limitation
reasonable attorney's fees) and expenses arising from a claim that Polar Bear Systems (as to Polar
Bear Systems), or the User Data (as to User) violates any applicable statute, regulation, or law, or
infringes any intellectual property right or other legal right of any third party (a "Claim"). This
indemnity does not apply to, and Polar Bear Systems will have no obligation to the User for, any
infringement or misappropriation claim that arises from (i) modifications to Polar Bear Systems
by anyone other than Polar Bear Systems, (ii) modifications to the Polar Bear Systems based upon
specifications furnished by the User, (iii) User's use of the Polar Bear Systems other than as
specified in this Agreement or in the applicable documentation, (iv) use of the Polar Bear Systems
in conjunction with third-party software, hardware or data other than that approved by Polar Bear
Systems, or (v) any combination of the foregoing. User shall indemnify, defend and hold Polar
Bear Systems and its officers, directors, employees, agents, successors and assigns harmless from
and against all third-party claims, suits, actions, damages, settlements, losses, liabilities, costs
(including without limitation reasonable attorney's fees) and expenses to the extent they arise from
any Claim based on any of the factors in the foregoing sentence, and shall give Polar Bear Systems
all reasonable information and assistance regarding such claim.
13.2 The indemnified Party shall promptly notify the indemnifying Party in writing of any Claim;
provided that the failure to provide such notice shall not relieve the indemnifying Party of its
indemnification obligations hereunder except to the extent of any material prejudice directly
resulting from such failure. The indemnifying Party shall bear full responsibility for, and shall
have the right to solely control, the defense (including any settlements) of any Claim; provided,
however, that (i) the indemnifying Party shall keep the indemnified Party informed of, and consult
with the indemnified Party in connection with the progress of such litigation or settlement and (ii)
the indemnifying Party shall not settle any such Claim in a manner that does not unconditionally
release the indemnified Party without the indemnified Party's written consent, not to be
unreasonably withheld or delayed.
13.3 In the event any portion of Polar Bear Systems is held or believed by Polar Bear Systems, or
any portion of the User Data is held or believed by the User, to infringe or misappropriate
Intellectual Property Rights of any third party (such portion to be deemed the "Infringing
Materials") in any place where Polar Bear Systems is used or accessed, then in addition to any